Share Delivery Obligation Sample Clauses

Share Delivery Obligation. Subject only to the limitations set forth in Section 2.4.2 above and any delays in delivery to Transfer Agent of the Transfer Agent Legal Opinion Letter, and within the applicable Exchange Share Delivery Period, Issuer shall be obligated to and shall take any and all steps required to either (a) if Transfer Agent is not participating in the DTC FAST Program during the applicable Exchange Share Delivery Period, and/or the Exchange Shares are not DTC Eligible, deliver for settlement to the window of Investor's brokerage account (as designated in the Transfer Agent Instruction Letter) physical certificates representing the Exchange Shares deliverable pursuant to the corresponding Exchange Request, or (b) if Transfer Agent is participating in the OTC FAST Program during the applicable Exchange Share Delivery Period, and/or the Exchange Shares are OTC Eligible, cause such transfer agent to effectuate delivery and settlement of such Exchange Shares electronically, in book-entry form, by appropriately crediting the account of the Investor's prime broker (as designated in the Transfer Agent Instruction Letter) with DTC through its DWAC System and providing proof satisfactory to the Investor thereof (in relation to any given Exchange Request, the “Issuer's Share Delivery Obligation").
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Share Delivery Obligation. Subject only to the limitations set forth in Section 2.4.2 above and any delays in delivery to Transfer Agent of the Transfer Agent Legal Opinion Letter, and within the applicable Exchange Share Delivery Period, Issuer shall be obligated to and shall take any and all steps required to either (a) if Transfer Agent is not participating in the DTCF AST Program during the applicable Exchange Share Delivery Period, and /or the Exchange Shares are not DTC Eligible, deliver for settlement to the window of Investor’s brokerage account (as designated in the Transfer Agent Instruction Letter) physical certificates representing the Exchange Share deliverable pursuant to the corresponding Exchange Request, or (b) if Transfer Agent is participating in the DTC FAST Program during the applicable Exchange Share Delivery Period, and/or the Exchange Shares are DTC Eligible, cause such transfer agent to effectuate delivery and settlement of such Exchange Shares electronically, in book-entry form, by appropriately crediting the account of the Investor’s prime broker (as designated in the Transfer Agent Instruction Letter) with DTC through its DWAC System and providing proof satisfactory to the Investor there of (in relation to any given Exchange Request, the “Issuer’s Share Delivery Obligation”). 2.4.2.4 Failure in Performance and / or Delivery. Any failure to meet the Transfer Agent Instruction Delivery Dead line in relation to any given Exchange Notice shall, automatically and without any further action on the part of any Party, including without limitation any action relating to the corresponding Exchange Notice or any requirement of a substitute or amended Exchange Notice, result in an adjustment downward of the Exchange Multiple applied to the corresponding 3(a)(9) Exchange by two (2) percentage points for each every Trading Day commenced following the second Trading Day ended after the corresponding Exchange Notice Date until the corresponding Transfer Agent Instruction Delivery Requirement has been met in strict accordance with Section 2.4.3.1, and the figures set forth in the corresponding Exchange Notice shall immediately be deemed amended to reflect such down xxxx adjustment without in anyway increasing or otherwise affecting the amount of the corresponding Debt Securities exchanged. Any failure to fulfill the Officer’s Certificate Delivery Obligation in relation to any given Exchange Notice, shall, automatically and without any further action on the part of any Par...
Sample 1

Related to Share Delivery Obligation

  • Share Delivery Delivery of any shares in connection with settlement of the Award will be by book-entry credit to an account in the Grantee’s name established by the Company with the Company’s transfer agent, or upon written request from the Grantee (or his personal representative, beneficiary or estate, as the case may be), in certificates in the name of the Grantee (or his personal representative, beneficiary or estate).

  • Maximum Share Delivery (i) Notwithstanding any other provision of this Confirmation, the Agreement or the Equity Definitions, in no event will Company at any time be required to deliver a number of Shares greater than two times the Number of Shares (the “Maximum Number of Shares”) to Dealer in connection with the Transaction.

  • Delivery of the Purchase Price At least one business day prior to the effective date of the Company’s registration statement relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to Continental Stock Transfer & Trust Company, a New York corporation (“CST”), which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and CST and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to CST, the Initial Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest or deduction.

  • DELIVERY OUT The Custodian shall release and deliver out domestic securities and other financial assets of a Portfolio held in a U.S. Securities System, or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, specifying the domestic securities or financial assets held in the United States to be delivered out and the person or persons to whom delivery is to be made. The Custodian shall pay out cash of a Portfolio upon receipt of Proper Instructions on behalf of the applicable Portfolio, specifying the amount of the payment and the person or persons to whom the payment is to be made.

  • Delivery of Documents; Delivery Dates (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust.

  • Delivery of Purchase Price The Purchase Price for the Securities shall have been delivered to the Company on the Closing Date.

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