Deliveries Upon Execution Clause Samples

Deliveries Upon Execution. (a) Simultaneously with the execution and delivery of this amended and restated Agreement by the parties hereto, deliver to Lender: (i) the Note; (ii) an amended and restated pledge agreement from the Company, pledging 54,000,000 shares of Oceanica stock (the “Pledged Oceanica Shares”) and any receivables due from Oceanica and its Subsidiaries, to secure repayment of the Note, in the form of Exhibit B hereto (the “A&R OME Pledge Agreement”); (iii) an amended and restated pledge agreement from (A) Marine Exploration Holdings, LLC, a Nevada limited liability company (“MEH”, and together with the Company, the “Intermediate Holdcos”), pledging all of the outstanding equity in the Company, and any receivables due from Oceanica and its Subsidiaries and (B) Parent, pledging all of the outstanding equity in MEH and any receivables due from Oceanica and its Subsidiaries, to secure repayment of the Note, in the form of Exhibit C hereto (the “A&R MEH-Parent Pledge Agreement”, and together with the A&R OME Pledge Agreement, the “Pledge Agreements”); (iv) an Amended and Restated Registration Rights Agreement in the form of Exhibit D hereto; (v) a Warrant to Purchase Common Stock in the form of Exhibit E hereto; (vi) customary secretary’s certificates attaching authorizing resolutions, charter documents and incumbency information relating to the Company, in form and substance reasonably satisfactory to the Lender; and (vii) all other instruments and certificates that the Parent or the Company is required to deliver pursuant to the terms of this Agreement or the other Transaction Documents. (b) Simultaneously with the execution and delivery of this Agreement by the parties hereto, the Lender shall deliver all instruments and certificates that the Lender is required to deliver pursuant to the terms of this Agreement.
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Deliveries Upon Execution. Upon execution of this Agreement, Debtor shall deliver to the Secured Party (i) a duly executed copy of this Agreement; and (ii) the Collateral Assignments and the UCC-1 financing Statement envisioned by Section 2 and this Section 4.
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Deliveries Upon Execution. 2.4.1 Contemporaneously with the execution of this Agreement, Biogen Idec shall: (a) execute and deliver to Sunesis the BI/S Agreement; and (b) execute and deliver to MPI the Asset Transfer Agreement. 2.4.2 Contemporaneously with the execution of this Agreement, MPI shall: (a) execute and deliver to Biogen Idec the Asset Transfer Agreement; and (b) execute and deliver to Sunesis the MPI/S Agreement. 2.4.3 Contemporaneously with the execution of this Agreement, Sunesis shall: (a) execute and deliver to Biogen Idec the BI/S Agreement; and (b) execute and deliver to MPI the MPI/S Agreement. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Deliveries Upon Execution. Upon execution of this Agreement, the Parties shall do the following: a. Surge shall deliver to Irie the ▇▇▇▇▇▇▇ Holdings Shares. b. Oromin, Irie and Idziszek shall deliver to Surge the Oromin Purchase Price. c. Surge shall immediately deliver and surrender to Irie a stock power/assignment separate from certificate transferring ownership of the ▇▇▇▇▇▇▇ Holdings Shares. d. Irie and Idziszek shall immediately deliver and surrender to Surge the original stock certificates, if available, and stock power/assignments separate from certificate evidencing ownership of the Surge Shares.
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Deliveries Upon Execution. Upon execution hereof, Seller shall deliver or cause to be delivered to Purchaser the following instruments, all of which shall be duly executed and dated as of the date hereof, unless otherwise indicated: (a) an assignment and bil▇ ▇▇ sale (the "Assignment") in the form attached hereto as Exhibit "C" conveying the Assets to Purchaser; (b) certificates of title and related transfer documents, duly executed for transfer to Purchaser, as to all certificated vehicles included in the Assets; and
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Deliveries Upon Execution. Upon execution of this Agreement, each Holder of Series E Preferred Stock hereby executes and delivers a Notice of Conversion, substantially in the form attached hereto as Exhibit A, which Notice of Conversion shall be held in escrow by the Company and completed by the Company and become effective upon a Securities Placement, such that the automatic conversion of the Series E Preferred Stock upon a Securities Placement shall take place with no further action required by any Holder of Series E Preferred Stock.
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Deliveries Upon Execution. Upon execution hereof, Seller shall deliver or cause to be delivered to Purchaser the following instruments, all of which shall be duly executed and dated as of the date hereof, unless otherwise indicated: (a) an assignment and ▇▇▇▇ of sale (the "Assignment") in the form attached hereto as Exhibit "C" conveying the Assets to Purchaser; (b) certificates of title and related transfer documents, duly executed for transfer to Purchaser, as to all certificated vehicles included in the Assets; (c) Non-Compete Agreement executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (d) Non-Compete Agreement executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇; (e) Assignment of Corporate Name executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and (f) a certificate of the secretary or an assistant secretary of Seller certifying (i) the names and true signatures of the officers of Seller authorized to sign this Agreement and the other instruments or certificates to be delivered pursuant hereto and (ii) the resolutions of the shareholders and board of directors of Seller approving this Agreement and the transactions contemplated hereby.
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Deliveries Upon Execution 
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Related to Deliveries Upon Execution

  • Delivery of New Warrants Upon Exercise If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

  • 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.

  • Deliveries Upon Termination Upon termination of this Agreement, ALPS agrees to cooperate in the orderly transfer of distribution duties and shall deliver to the Fund or as otherwise directed by the Fund (at the expense of the Fund) all records and other documents made or accumulated in the performance of its duties for the Fund hereunder. In the event ALPS gives notice of termination under this Agreement, it will continue to provide the services contemplated hereunder after such termination at the contractual rate for up to 120 days, provided that the Fund uses all reasonable commercial efforts to appoint such replacement on a timely basis.

  • Form of Receipts Deposit of Shares Execution and Delivery Transfer and Surrender of Receipts SECTION 2.01. FORM AND TRANSFERABILITY OF RECEIPTS. SECTION 2.02. DEPOSIT OF SHARES. SECTION 2.03.

  • Limitations on Execution and Delivery, Transfer and Surrender of Receipts As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Issuer at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or for any other reason, subject to the provisions of Section 7.7 hereof. Notwithstanding any other provision of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Issuer or the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares.