Grouped Into 18 Collections of Similar Clauses From Business Contracts
This page contains Delivery clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Delivery. Landlord shall use reasonable efforts to deliver ("Delivery" or "Deliver") the Expansion Premises to Tenant on or before the Target Expansion Premises Commencement Date. The "Target Expansion Premises Commencement Date" shall be June 1, 2015. If Landlord fails to timely Deliver the Expansion Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Second Amendment shall not be void or voidable. The "Expansion Premises Commencement Date" shall be the d...ate that Landlord Delivers the Expansion Premises to Tenant. Upon the request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Expansion Premises Commencement Date in substantially the form of the "Acknowledgement of Commencement Date" attached to the Lease as Exhibit D; provided, however, Tenant's failure to execute and deliver such acknowledgment shall not affect Landlord's rights hereunder. Except as otherwise set forth in this Second Amendment: (i) Tenant shall accept the Expansion Premises in their "as-is" condition as of the Expansion Premises Commencement Date, subject to all applicable Legal Requirements; (ii) Landlord shall have no obligation for any defects in the Expansion Premises; and (iii) Tenant's taking possession of the Expansion Premises shall be conclusive evidence that Tenant accepts the Expansion Premises and that the Expansion Premises were in good condition as of the Expansion Premises Commencement Date. 1 Except as otherwise provided in this Second Amendment, Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Expansion Premises, and/or the suitability of the Expansion Premises for the conduct of Tenant's business, and Tenant waives any implied warranty that the Expansion Premises are suitable for the Permitted Use.View More
Delivery. Landlord shall use reasonable efforts to deliver ("Delivery" or "Deliver") possession of the Fourth Expansion Premises to Tenant ("Deliver" or "Delivery") for the performance by Tenant of the Tenant Improvements in the Fourth Expansion Premises on or before the Target Fourth Expansion Premises Commencement Date. The "Target Fourth Expansion Premises Commencement Date" shall be June September 1, 2015. 2019. If Landlord fails to timely Deliver the Fourth Expansion Premises, Landlord shall not be l...iable to Tenant for any loss or damage resulting therefrom, and this Second Amendment the Lease with respect to the Fourth Expansion Premises shall not be void or voidable. As used herein, the term "Tenant Improvements" shall have the meaning set forth for such term in the Sixth Amendment Work Letter attached to this Sixth Amendment as Exhibit B. The "Expansion "Fourth Expansion Premises Commencement Date" shall be the date that Landlord Delivers the Fourth Expansion Premises to Tenant. The "Fourth Expansion Premises Rent Commencement Date" shall be the date that is 4 months after the Fourth Expansion Premises Commencement Date. Upon the request of Landlord, Tenant shall execute and deliver a written 1 acknowledgment of the Fourth Expansion Premises Commencement Date and the Fourth Expansion Premises Rent Commencement Date in substantially the form of the "Acknowledgement of Commencement Date" attached to the Lease as Exhibit D; provided, however, Tenant's failure to execute and deliver such acknowledgment shall not affect Landlord's either party's rights hereunder. Except as otherwise set forth in this Second Amendment: the Sixth Amendment Work Letter: (i) Tenant shall accept the Fourth Expansion Premises in their "as-is" condition as of the Fourth Expansion Premises Commencement Date, subject to all applicable Legal Requirements; (ii) Landlord shall have no obligation for any defects in the Fourth Expansion Premises; and (iii) (ii) Tenant's taking possession of the Fourth Expansion Premises shall be conclusive evidence that Tenant accepts the Fourth Expansion Premises and that the Fourth Expansion Premises were in good condition as of at the Expansion Premises Commencement Date. 1 Except as otherwise provided in this Second Amendment, time possession was taken. Tenant agrees and acknowledges that that, except as otherwise expressly set forth in this Sixth Amendment or in the Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Fourth Expansion Premises, and/or the suitability of the Fourth Expansion Premises for the conduct of Tenant's business, and Tenant waives any implied warranty that the Fourth Expansion Premises are suitable for the Permitted Use. View More
Delivery. Landlord shall use reasonable efforts to deliver ("Delivery" or "Deliver") the Seventh Expansion Premises to Tenant on or before the Target Seventh Expansion Premises Commencement Date. The "Target Expansion Premises Commencement Date" shall be June 1, 2015. If Landlord fails to timely Deliver the Seventh Expansion Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Second Amendment the Lease with respect to the Seventh Expansion Premises shall n...ot be void or voidable. The "Expansion "Seventh Expansion Premises Commencement Date" shall be the date that Landlord Delivers delivers the Seventh Expansion Premises to Tenant. The "Seventh Expansion Premises Rent Commencement Date" shall be the earlier of (i) the date that is 60 days after the Seventh Expansion Premises Commencement Date, or (ii) the date that Tenant commences operating its business in any portion of the Seventh Expansion Premises. The "Target Seventh Expansion Premises Commencement Date" shall be June 1, 2019. 731616942.1 1 Except as otherwise set forth in the Lease or this Eighth Amendment: (i) Tenant shall accept the Seventh Expansion Premises in their "as-is" condition as of the Seventh Expansion Premises Commencement Date; (ii) Landlord shall have no obligation for any defects in the Seventh Expansion Premises; and (iii) Tenant's taking possession of the Seventh Expansion Premises shall be conclusive evidence that Tenant accepts the Seventh Expansion Premises and that the Seventh Expansion Premises were in good condition at the time possession was taken. The Seventh Expansion Premises shall be delivered to Tenant without any furniture. Upon the request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Seventh Expansion Premises Commencement Date and the expiration date of the Lease in a form substantially similar to the form of the "Acknowledgement of Commencement Date" attached to the Lease as Exhibit D; G; provided, however, Tenant's failure to execute and deliver such acknowledgment shall not affect Landlord's rights hereunder. Except as otherwise set forth in this Second Amendment: (i) Tenant shall accept the Expansion Premises in their "as-is" condition as of the Expansion Premises Commencement Date, subject to all applicable Legal Requirements; (ii) Landlord shall have no obligation for any defects in the Expansion Premises; and (iii) Tenant's taking possession of the Expansion Premises shall be conclusive evidence that Tenant accepts the Expansion Premises and that the Expansion Premises were in good condition as of the Expansion Premises Commencement Date. 1 Except as otherwise provided in this Second Amendment, Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Seventh Expansion Premises, and/or the suitability of the Seventh Expansion Premises for the conduct of Tenant's business, and Tenant waives any implied warranty that the Seventh Expansion Premises are suitable for the Permitted Use. View More
Delivery. As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will arrange the delivery to each Participant of the shares purchased upon exercise of his or her option in a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or require that shares be deposited directly with a broker designated by the Company or to a designated agent of the Company..., and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares. No Participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been purchased and delivered to the Participant as provided in this Section 9.View More
Delivery. As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will arrange the delivery to each Participant of the shares purchased upon exercise of his or her option in a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or require that shares be deposited directly with a broker designated by the Company or to a designated agent of the Company..., and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares. No Participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been purchased and delivered to the Participant as provided in this Section 9.View More
Delivery. As soon promptly as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will shall arrange the delivery to each Participant of Participant, as appropriate, the shares purchased upon exercise of his or her option in a form determined by the Administrator Board (in its sole discretion) and pursuant to rules established by the Administrator. Board. The Company may permit or require that shares be deposited directly with a broker designat...ed by the Company or to a designated agent of the Company, and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares. No Participant will shall have any voting, dividend, or other stockholder shareholder rights with respect to such shares of Common Stock subject to any option granted under the Plan until such shares have been purchased and delivered to the Participant as provided in this Section 9. View More
Delivery. As soon as reasonably practicable after each Exercise Purchase Date on which a purchase of shares of Common Stock occurs, each Offering Period, the Company will shall arrange the delivery to each Participant of Participant, as appropriate, the shares Shares purchased upon exercise of his or her option in a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or require that shares Shares be deposited directly... with a broker designated by the Company or to a designated agent of the Company, and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares Shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares. No Participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been purchased and delivered to the Participant as provided in this Section 9. Shares. View More
Delivery. (a) Delivery – General. The Company shall, on each applicable Vesting Date set forth below, deliver to the Participant the Blackstone Holdings Partnership Units underlying the Deferred Units which vest and become Vested Deferred Units on such date; provided that on each such Vesting Date, the Company shall retain, as Retention Units (and withhold the corresponding underlying Blackstone Holdings Partnership Units with respect thereto) a number of Vested Deferred Units so that the aggregate number... of Retention Units at such time (expressed as a percentage of the aggregate number of Deferred Units awarded to the Participant which have vested as of such date) is equal to the applicable Retention Percentage. The Blackstone Holdings Partnership Units underlying Retention Units will be delivered to the Participant as and when, and to the extent that, the number of Retention Units at any time exceeds the applicable Retention Percentage, as illustrated in the table below, with the Blackstone Holdings Partnership Units underlying any remaining Retention Units delivered to the Participant upon the corresponding Holdback Delivery Date. AnnualVesting CumulativeVesting RetentionPercentage AnnualDeliveryPercentage First Vesting Date Second Vesting Date Third Vesting Date (b) Delivery – Qualifying Events. (i) Death or Disability. Upon the occurrence of a Qualifying Event on account of the Participant's death or Disability, the Company shall, within a reasonable time following the date of such event, deliver Blackstone Holdings Partnership Units to the Participant in respect of 100% of the Deferred Units which vest and become Vested Deferred Units on such Date and any then outstanding Retention Units (to the extent not previously delivered). 4 (ii) Involuntary Termination. Upon the occurrence of a Qualifying Event on the account of the Participant's Involuntary Termination, the Company shall, within a reasonable time following the date of such event, deliver Blackstone Holdings Partnership Units to the participant in respect of 100% of the Deferred Units which vest and become Vested Deferred Units on that date; provided that the Company will retain such Retention Units as are necessary to meet the Retention Percentage until such requirement lapses. (iii) Retirement. Following the occurrence of a Qualifying Event on account of the Participant's Retirement, the Company shall, on each subsequent Vesting Date, deliver Blackstone Holdings Partnership Units to the Participant in respect of those Deferred Units which vest and become Vested Deferred Units as of each following Vesting Date by application of Section 3(b)(ii); provided that the Company will retain such Retention Units as are necessary to meet the Retention Percentage until such requirement lapses upon the corresponding Holdback Delivery Date(s). (c) Delivery – Terminations. Except as otherwise set forth in Section 4(b) or 4(d), in the event the Participant's Employment with the Company and its Affiliates is terminated for any reason, the Company shall (i) within a reasonable time of such termination, deliver Blackstone Holdings Partnership Units to the Participant in respect of the Vested Deferred Units as of such date that are not Retention Units (if any), and (ii) deliver Blackstone Holdings Partnership Units to the Participant in respect of the Retention Units in accordance with the delivery schedule set forth in Section 4(a), until the corresponding Holdback Delivery Date(s), at which point the remaining Retention Units shall be delivered to the Participant. (d) Forfeiture – Cause Termination or Breach of Restrictive Covenants. Notwithstanding anything to the contrary herein, upon the termination of the Participant's Employment by the Company or any of its Affiliates for Cause or upon the Participant's breach of any of the restrictive covenants contained within an applicable Non-Competition, Non-Solicitation and Confidentiality Agreement, all outstanding Deferred Units (whether or not vested) and Retention Units shall immediately terminate and be forfeited without consideration and no further Blackstone Holdings Partnership Units with respect of the Award shall be delivered to the Participant or to the Participant's legal representative, beneficiaries or heirs. Without limiting the foregoing, any Blackstone Holdings Partnership Units that have previously been delivered to the Participant or the Participant's legal representative, beneficiaries or heirs pursuant to the Award and which are still held by the Participant or the Participant's legal representative, or beneficiaries or heirs as of the date of such termination for Cause or such breach, shall also immediately terminate and be forfeited without consideration.View More
Delivery. (a) Delivery – General. The Company Partnership shall, on each applicable Vesting Date set forth below, deliver to the Participant the Blackstone Holdings Partnership Units underlying the Deferred Units which vest and become Vested Deferred Units on such date; provided that on each such Vesting Date, the Company Partnership shall retain, as Retention Units (and withhold the corresponding underlying Blackstone Holdings Partnership Units with respect thereto) a number 7.5% of Vested the Deferred U...nits so that the aggregate number of Retention Units at vest on such time (expressed as a percentage of the aggregate number of Deferred Units awarded to the Participant which have vested as of such date) is equal to the applicable Retention Percentage. Vesting Date. The Blackstone Holdings Partnership Units underlying Retention Units will be delivered to the Participant as and when, and to on the extent that, earlier of (i) the number tenth anniversary of Retention Units at any time exceeds the applicable Retention Percentage, as illustrated in the table below, with the Blackstone Holdings Partnership Units underlying any remaining Retention Units delivered to the Participant upon the corresponding Holdback Delivery Date. AnnualVesting CumulativeVesting RetentionPercentage AnnualDeliveryPercentage First Vesting Date Second Vesting Date Third Vesting Date and (ii) the date on which the Expiration Period expires. (b) Delivery – Qualifying Events. (i) Death or Disability. Upon the occurrence of a Qualifying Event on account of the Participant's death or Disability, the Company Partnership shall, within a reasonable time following the date of such event, deliver Blackstone Holdings Partnership Units to the Participant in respect of 100% of the Deferred Units which vest and become Vested Deferred Units on such Date and any then outstanding Retention Units (to the extent not previously delivered). 4 (ii) Involuntary Termination. Upon the occurrence of a Qualifying Event on the account of the Participant's Involuntary Termination, the Company shall, within a reasonable time following the date of such event, deliver Blackstone Holdings Partnership Units to the participant in respect of 100% of the Deferred Units which vest and become Vested Deferred Units on that date; provided that the Company will retain such Retention Units as are necessary to meet the Retention Percentage until such requirement lapses. (iii) Retirement. Following the occurrence of a Qualifying Event on account of the Participant's Retirement, the Company shall, on each subsequent Vesting Date, deliver Blackstone Holdings Partnership Units to the Participant in respect of those Deferred Units which vest and become Vested Deferred Units as of each following Vesting Date by application of Section 3(b)(ii); provided that the Company will retain such Retention Units as are necessary to meet the Retention Percentage until such requirement lapses upon the corresponding Holdback Delivery Date(s). (c) Delivery – Terminations. Except as otherwise set forth in Section 4(b) or 4(d), in the event the Participant's Employment with the Company Partnership and its Affiliates is terminated for any reason, the Company Partnership shall (i) within a reasonable time of such termination, deliver Blackstone Holdings Partnership Units to the Participant in respect of the Vested Deferred Units as of such date that are not Retention Units (if any), any) and (ii) deliver Blackstone Holdings Partnership Units to the Participant in respect of the Retention Units in accordance with the delivery schedule set forth in Section 4(a), until the corresponding Holdback Delivery Date(s), date on which the Expiration Period expires, at which point the all remaining Retention Units shall be delivered to the Participant. (d) Forfeiture – Cause Termination or Breach of Restrictive Covenants. Notwithstanding anything to the contrary herein, upon the termination of the Participant's Employment by the Company Partnership or any of its Affiliates for Cause or upon the Participant's breach of any of the restrictive covenants contained within an applicable Non-Competition, Non-Solicitation and Confidentiality Agreement, all outstanding unvested Deferred Units, all undelivered vested Deferred Units (whether (except to the extent such Deferred Units were both (x) vested and (y) scheduled to be delivered prior to the applicable breach or not vested) termination), and all outstanding Retention Units shall immediately terminate and be forfeited without consideration and no further Blackstone Holdings Partnership Units with respect of the Award shall be delivered to the Participant or to the Participant's legal representative, beneficiaries or heirs. Without limiting the foregoing, any Blackstone Holdings Partnership Units that have previously been delivered to the Participant or the Participant's legal representative, beneficiaries or heirs pursuant to the Award and which are still held by the Participant or the Participant's legal representative, or beneficiaries or heirs as of the date of such termination for Cause or such breach, shall also immediately terminate and be forfeited without consideration.View More
Delivery. As promptly as practicable after each Purchase Date of each Offering Period, the Company shall arrange the delivery to each participant, as appropriate, of the Shares purchased upon exercise of his or her option. No fractional Shares shall be purchased; any payroll deductions accumulated in a participant's account which are not sufficient to purchase a full Share shall be retained in the participant's account for the subsequent Offering Period, subject to earlier withdrawal by the participant as... provided in Section 10 below. Any other amounts left over in a participant's account after a Purchase Date shall be returned to the participant.View More
Delivery. As promptly as practicable after each Purchase Date of each Offering Period, Exercise Date, the Company shall arrange for the delivery to each participant, Participant (or the Participant's beneficiary), as appropriate, or to a custodial account for the benefit of each Participant (or the Participant's beneficiary) as appropriate, of the Shares shares purchased upon exercise of his or her such Participant's option. No fractional Shares shares shall be purchased; any payroll deductions accumulate...d in a participant's Participant's account which that are not sufficient to purchase a full Share share shall be retained in the participant's such Participant's account for the subsequent Exercise Period or Offering Period, subject to earlier withdrawal by the participant as provided in Section 10 11 below. Any other amounts left over in a participant's account after a Purchase Exercise Date shall be returned to the participant. Participant as soon as administratively practicable. View More
Delivery. As Upon the written request of a participant, certificates representing the shares purchased upon exercise of an option will be issued as promptly as practicable after each Purchase the Exercise Date of each Offering Period, Period to participants who wish to hold their shares in certificate form, except that the Company shall arrange the delivery to each participant, as appropriate, of the Shares purchased upon exercise of his or her option. No fractional Shares Board may determine that such sh...ares shall be purchased; any held for each participant's benefit by a broker designated by the Board. Any payroll deductions accumulated in a participant's account which are not sufficient to purchase a full Share shall be retained in the participant's account for the subsequent Offering Period, subject to earlier withdrawal by the participant as provided in Section paragraph 10 below. Any other amounts left over in a participant's account after a Purchase an Exercise Date shall be returned to the participant. View More
Delivery. As promptly as practicable after each Purchase Date of each Offering Period, Exercise Date, the Company shall arrange for the delivery to each participant, Participant (or the Participant's beneficiary), as appropriate, or to a custodial account for the benefit of each Participant (or the Participant's beneficiary) as appropriate, of a certificate representing the Shares shares purchased upon exercise of his or her such Participant's option. No fractional Shares shall be purchased; any payroll d...eductions accumulated in Any amount remaining to the credit of a participant's Participant's account after an Offering Period (other than an amount which are not sufficient is insufficient to purchase a full Share shall be retained in the participant's account for the subsequent Offering Period, subject to earlier withdrawal by the participant as provided in Section 10 below. Any other amounts left over in a participant's account after a Purchase Date share of common stock) shall be returned to the participant. Participant as soon as administratively practicable after the end of the Offering Period. View More
Delivery. On the first Scheduled Trading Date following the Hedge Unwind Date, or if such day is not a Currency Business Day, on the next Currency Business Day immediately following such day (the "Delivery Date"), Dealer shall deliver to the Company 567,005 Shares. "Hedge Unwind Date" means February 26, 2021.
Delivery. On the first Scheduled Trading Date following the Hedge Unwind Date, or if such day is not a Currency Business Day, on the next Currency Business Day immediately following such day (the "Delivery Date"), Dealer shall deliver to the Company 567,005 448,555 Shares. "Hedge Unwind Date" means February 26, 2021.
Delivery. 2.1 Deliveries by Purchaser. The Purchaser hereby delivers to the Company (i) the Exercise Notice, (ii) the Stock Powers, (iii) if applicable, the Spouse Consent, and (iv) the Total Exercise Price and payment or other provision for any applicable tax obligations. 2.2 Deliveries by the Company. Upon its receipt of the Exercise Price, payment or other provision for any applicable tax obligations and all the documents to be executed and delivered by the Purchaser to the Company under this Section 2..., the Company will issue a duly executed stock certificate evidencing the Shares in the name of the Purchaser to be placed in escrow as provided in Section 11 until expiration or termination of the Company's Right of First Refusal and, if applicable, Repurchase Option, described in Sections 8 and 9 below.View More
Delivery. 2.1 Deliveries by Purchaser. The Purchaser hereby delivers to the Company (i) the Exercise Notice, (ii) the Stock Powers, (iii) if applicable, the Spouse Consent, and (iv) the Total Exercise Price and payment or other provision for any applicable tax obligations. obligations as specified in the Exercise Notice. 2.2 Deliveries by the Company. Upon its receipt of the Exercise Price, payment or other provision for any applicable tax obligations and all the documents to be executed and delivered by ...the Purchaser to the Company under this Section 2, 2.1 above, the Company will issue a duly executed stock certificate evidencing the Shares in the name of the Purchaser to be placed in escrow as provided in Section 11 until expiration or termination of the Company's Right of Repurchase and Right of First Refusal and, if applicable, Repurchase Option, described in Sections 8 8, 9 and 9 below. 11, hereof. View More
Delivery. 2.1 Deliveries by Purchaser. The Purchaser hereby delivers to the Company (i) the this Exercise Notice, Agreement and (ii) the Stock Powers, (iii) if applicable, the Spouse Consent, and (iv) the Total Exercise Price and payment or other provision for any applicable tax obligations. 2.2 Deliveries by the Company. Upon its receipt of the Exercise Price, payment or other provision for any applicable tax obligations and all the documents to be executed and delivered by the Purchaser to the Company u...nder this Section 2, 2.1, the Company will issue a duly executed stock certificate evidencing the Shares in the name of the Purchaser to be placed in escrow as provided in Section 11 until expiration or termination of the Company's Right of First Refusal and, if applicable, Repurchase Option, described in Sections 8 and 9 below. Purchaser. View More
Delivery. (a) At the Closing, each Purchaser shall (i) pay the Company the applicable Purchase Price in immediately available funds, or (ii) (A) initiate irrevocable payment instructions to its paying bank to make the payment (an "Irrevocable Payment Instruction") to the Company of the applicable Purchase Price in immediately available funds and (B) deliver to the Company confirmation that such Purchaser has made an Irrevocable Payment Instruction, such confirmation to be in the form of a federal referenc...e number or other similar written evidence that a wire has been initiated. (b) At the Closing, or, if applicable, upon receipt of the applicable amount of the Purchase Price due in respect of the Closing from any Purchaser who makes an Irrevocable Payment Instruction at the Closing, the Company shall deliver to such Purchaser a Note with a principal amount as provided in Section 1 above, such Note to be registered in the name of such Purchaser, or in such nominee's or nominees' name(s) as provided by such Purchaser to the Company, against payment of the Purchase Price therefor as provided in Section 1 above by wire transfer of immediately available funds to such account or accounts as the Company shall designate in writing to such Purchaser at least two (2) days prior to the date of the Closing.View More
Delivery. (a) At the each Closing, each Purchaser at such Closing shall (i) pay the Company the applicable Purchase Price in immediately available funds, or (ii) (A) initiate irrevocable payment instructions to its paying bank to make the payment (an "Irrevocable Payment Instruction") to the Company of the applicable Purchase Price in immediately available funds and (B) deliver to the Company confirmation that such Purchaser has made an Irrevocable Payment Instruction, such confirmation to be in the form ...of a federal reference number or other similar written evidence that a wire has been initiated. (b) At the each Closing, or, if applicable, upon receipt of the applicable amount of the Purchase Price due in respect of the such Closing from any Purchaser who makes an Irrevocable Payment Instruction at the such Closing, the Company shall deliver to such Purchaser a Note with a principal amount as provided in Section 1 above and a Warrant exercisable (subject to the Stockholder Approval (as defined in Section 9 of this Agreement)) for that number of shares of Common Stock as provided in Section 1 above, such Note and Warrant to be registered in the 2 name of such Purchaser, or in such nominee's or nominees' name(s) as provided by such Purchaser to the Company, against payment of the Purchase Price therefor as provided in Section 1 above by wire transfer of immediately available funds to such account or accounts as the Company shall designate in writing to such Purchaser at least two (2) days prior to the date of the such Closing. View More
Delivery. 2.1. On the date hereof, Katyal shall deliver to the Company the following: (i) a signed counterpart to this Agreement; (ii) A stock power referencing the Class B Stock as uncertificated, duly endorsed by Katyal in blank, together with any other documents necessary in order to transfer the shares to the Company. 2.2. On the date hereof, the Company shall deliver to Katyal a signed counterpart to this Agreement. 1 3. Representations and Warranties of the Company. The Company hereby represents and... warrants to Katyal that: 3.1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of New York. The Company has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Katyal) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms. 3.2. The execution, delivery and performance by the Company of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the certificate of incorporation, by-laws or other organizational documents of the Company; or (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company. 3.3. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company. 3.4. There is no claim, action, suit, proceeding or governmental investigation ("Action") pending or, to the Company's knowledge, threatened against or by the Company or any affiliate of the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.View More
Delivery. 2.1. On the date hereof, Katyal Mehta shall deliver to the Company the following: (i) a signed counterpart to this Agreement; (ii) A stock power referencing the Class B Stock as uncertificated, duly endorsed by Katyal Mehta in blank, together with any other documents necessary in order to transfer the shares to the Company. 2.2. On the date hereof, the Company shall deliver to Katyal Mehta a signed counterpart to this Agreement. 1 3. Representations and Warranties of the Company. The Company her...eby represents and warrants to Katyal Mehta that: 3.1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of New York. The Company has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Katyal) Mehta) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms. 3.2. The execution, delivery and performance by the Company of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the certificate of incorporation, by-laws or other organizational documents of the Company; or (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company. 3.3. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company. 3.4. There is no claim, action, suit, proceeding or governmental investigation ("Action") pending or, to the Company's knowledge, threatened against or by the Company or any affiliate of the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action. View More
Delivery. Except as otherwise provided herein, upon vesting, the restrictions set forth in the Plan or in this Award Agreement will be of no further force or effect with respect to vested Restricted Stock. The Shares underlying the Restricted Stock will be held by the Company in the Grantee's name and will be delivered promptly following the date on which the Restricted Stock vests.
Delivery. Except as otherwise provided herein, upon vesting, the restrictions set forth in the Plan or in this Award Agreement will be of no further force or effect with respect to vested Restricted Stock. The Shares underlying the Restricted Stock will be held by the Company in the Grantee's name and will be delivered promptly following the date on which the Restricted Stock vests.
Delivery. Buyer will give Seller 60 days' advance notice regarding the quantity requested for delivery. Upon receipt of the request for delivery, Seller will arrange for delivery through a carrier chosen by Seller, the costs of which shall be F.O.B. 3 Appointment. Buyer hereby appoints Supplier, and Supplier accepts such appointment, to act as a non-exclusive supplier of the Products to buyer.
Delivery. Buyer will give Seller 60 days' advance notice regarding the quantity requested for delivery. Upon receipt of the request for delivery, Seller will arrange for delivery through a carrier chosen by Seller, buyer, the costs of which shall be F.O.B. FOB 3. Appointment. Buyer hereby appoints Supplier, and Supplier accepts such appointment, to act as a non-exclusive supplier of the Products to buyer.
