Transfer; Delivery of Certificates after Effective Time Sample Clauses

Transfer; Delivery of Certificates after Effective Time. From and after the Effective Time, there shall be no transfers on the stock transfer books of MailKey of shares of its capital stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates for shares of MailKey Capital Stock that were outstanding immediately prior to the Effective Time, shall be delivered to MailKey, they shall be canceled and exchanged for the consideration to be received therefore in connection with the Merger as provided in this Agreement.
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Transfer; Delivery of Certificates after Effective Time. From and after the Effective Time, there shall be no transfers on the stock transfer books of Boxing of shares of Boxing Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates for shares of Boxing Common Stock that were outstanding immediately prior to the Effective Time shall be delivered to Boxing, they shall be cancelled and exchanged for the consideration to be received therefor in connection with the Merger as provided in this Agreement.
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Transfer; Delivery of Certificates after Effective Time. From and after the Effective Time, there shall be no transfers on the stock transfer books of eNexi of shares of eNexi Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates for shares of eNexi Common Stock that were outstanding immediately prior to the Effective Time shall be delivered to eNexi, they shall be canceled and exchanged for the consideration to be received therefor in connection with the Merger as provided in this Agreement.
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Transfer; Delivery of Certificates after Effective Time. From and after the Effective Time, there shall be no transfers on the stock transfer books of Caiban of shares of Caiban Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates for shares of Caiban Common Stock that were outstanding immediately prior to the Effective Time shall be delivered to Caiban, they shall be canceled and exchanged for the consideration to be received therefor in connection with the Merger as provided in this Agreement.
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Transfer; Delivery of Certificates after Effective Time. From and after the Effective Time, there shall be no transfers on the stock transfer books of CNF of shares of its Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates for shares of CNF Common Stock that were outstanding immediately prior to the Effective Time, shall be delivered to CNF, they shall be canceled and exchanged for the consideration to be received therefor in connection with the Merger as provided in this Agreement.
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Transfer; Delivery of Certificates after Effective Time. (i) From and after the Effective Time, there shall be no transfers on the stock transfer books of RE3W of shares of RE3W Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates for shares of RE3W Capital Stock that were outstanding immediately prior to the Effective Time, shall be delivered to RE3W, they shall be canceled by the RE3W registered agent and exchanged for the consideration to be received therefor in connection with the Merger as provided in this Agreement. Certificates for Series A Shares, Series B Shares, Series C Shares and Series D Shares that were converted to Common Shares prior to the Closing shall be cancelled and the holders shall cease to have any rights therein except to receive the portion of the Merger Consideration designated in Section 1.2(a)(i). No delivery of certificates for Series E Shares shall be required to be made by any holder thereof as a requirement to receive certificates for Acquirer Preferred Stock; and in the absence of certificates for Series E Shares, RE3W may deliver script which will entitle the holders to the portion of the Merger Consideration referred to in Section 1.2(a)(vi). (ii) As soon as practicable after the Effective Time, RE3W shall send to each Person who shall have been, at the Effective Time, a holder of record of certificates which represented outstanding RE3W Capital Stock (the "Certificates"), which shares were converted into the right to receive Acquirer Common Stock pursuant to Section 1.2(a) (a "Holder"), a letter of transmittal which shall specify that the contemplated transaction between the parties hereto has occurred and that such Person is entitled to shares of Acquirer Common Stock. Such letter shall also contain instructions for use in obtaining the certificates representing the Acquirer Common Stock. Upon providing Acquirer with such letter of transmittal duly executed and such other documents as Acquirer may reasonably require, such Holder shall be entitled to receive in exchange therefor a certificate representing the number of shares of Acquirer Common Stock into which the applicable portion of RE3W Capital Stock shall have been converted at the Effective Time. Until Acquirer receives the documents and information as contemplated by this Section 1.2(b), each holder of RE3W Capital Stock shall be deemed to have only the right to receive the number of shares of Acquirer Common Stock into which their RE3W Capital Stock s...
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Transfer; Delivery of Certificates after Effective Time. From and after the Effective Time, there shall be no transfers on the stock transfer books of Big Content of shares of Big Content Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates for shares of Big Content Common Stock that were outstanding immediately prior to the Effective Time shall be delivered to Big Content, they shall be canceled and exchanged for the consideration to be received therefor in connection with the Merger as provided in this Agreement.
Sample 1
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Transfer; Delivery of Certificates after Effective Time. From and after the Effective Time, there shall be no transfers on the stock transfer books of P2i Newspaper of shares of P2i Newspaper Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates for shares of P2i Newspaper Common Stock that were outstanding immediately prior to the Effective Time shall be delivered to P2i Newspaper, they shall be canceled.
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Related to Transfer; Delivery of Certificates after Effective Time

  • Subsequent Delivery of Certificates Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such sale, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificates, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates.

  • Delivery of Certificates Upon Exercise Certificates for shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise and Rule 144 is available, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $10 per Trading Day (increasing to $20 per Trading Day after the fifth (5th) Trading Day) after the Warrant Share Delivery Date for each $1,000 of Exercise Price of Warrant Shares for which this Warrant is exercised which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.

  • Execution of Certificates The Trustee has caused to be executed, countersigned and delivered to or upon the order of the Company, in exchange for the Mortgage Loans, the Certificates in authorized denominations evidencing the entire ownership of the Trust Fund.

  • Delivery of Certificate A certificate of a Lender or an Issuing Bank setting forth the amount or amounts in good faith necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.15 shall be delivered to the Parent Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

  • Delivery of Certificate and New Warrant Promptly after Holder exercises or converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired.

  • Delivery of Certificates Upon the exercise of the Option, in ------------------------ whole or in part, the Company shall deliver or cause to be delivered one or more certificates representing the number of shares of Common Stock purchased against full payment therefor. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 3.2.

  • Delivery of Certificate Upon Conversion Not later than two (2) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates representing the Conversion Shares which, on or after the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information and the Company has received an opinion of counsel to such effect reasonably acceptable to the Company (which opinion the Company will be responsible for obtaining) shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of this Debenture, and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). All certificate or certificates required to be delivered by the Company under this Section 4(d) shall be delivered electronically through the Depository Trust Company or another established clearing corporation performing similar functions. If the Conversion Date is prior to the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information the Conversion Shares shall bear a restrictive legend in the following form, as appropriate: Notwithstanding the foregoing, commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information requirements, the Company, upon request of the Holder, shall obtain a legal opinion to allow for such sales under Rule 144.

  • Execution and Delivery of Certificates The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has executed and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates.

  • Designation of Certificates Designation of Startup Day and Latest Possible Maturity Date................................ Section 2.06 Optional Substitution of Mortgage Loans...........................

  • Retention of Certificates Any certificates representing unvested Shares shall be held by the Company. If unvested Shares are held in book entry form, the undersigned agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions hereof.

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