Delivery of Shares of Class A Common Stock Clause Samples

The 'Delivery of Shares of Class A Common Stock' clause outlines the process and obligations for transferring or issuing shares of Class A common stock to a recipient, such as an investor or employee. Typically, this clause specifies the timing, method, and conditions under which the shares will be delivered, such as upon the closing of a transaction or the satisfaction of certain milestones. Its core practical function is to ensure that all parties understand when and how the shares will be provided, thereby reducing uncertainty and potential disputes regarding the fulfillment of share delivery obligations.
Delivery of Shares of Class A Common Stock. As soon as reasonably practicable, but in no event later than the 15th day of the third month following the later of the Company’s or the Grantee’s tax year end of the year in which the grant occurs, the Company shall cause to be delivered to Grantee the number of shares of Class A Common Stock deliverable to Grantee in accordance with the provisions of this Agreement.
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Delivery of Shares of Class A Common Stock. Reasonably promptly after the date that the Option, or a portion thereof, has been exercised in accordance with this Article IV, the Company shall deliver to the Participant (or his transferee in accordance with Section 5.2, or his beneficiary in the event of death) either (i) a certificate evidencing a number of Shares that were underlying the exercised Option or (ii) an electronic issuance evidencing such Shares.
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Delivery of Shares of Class A Common Stock. (a) As a condition to the Stockholders' obligation to accept delivery of Western's shares of Class A Common Stock, Western shall, at the time of delivery of such shares to the Stockholders, deliver to the Stockholders an opinion of counsel to Western, in form and scope reasonably satisfactory to the Stockholders and their counsel, stating that, based on (among other things) the representations of the Stockholders contained in Section 5.01(z) hereto, registration of such shares under the Securities Act of 1933 (as amended, and, together with the rules and regulations promulgated thereunder, the "Securities Act"), is not required. If Western is unable to deliver such an opinion solely by reason of the Stockholders' failure to reconfirm at the Effective Date the Stockholder's representations contained in Section 5.01(z) (such a failure being referred to as a "Stockholder's Failure"), then Western shall at its option either (i) register the delivery of the 1,600,000 shares of Class A Common Stock to the Stockholders as contemplated by Section 3.03 hereof under the Securities Act on Form S-4 or other appropriate registration form, (ii) deliver to the Stockholders on the Closing Date the sum of $20,000,000 in immediately available funds in lieu of 1,600,000 shares of Class A Common Stock, or (iii) terminate this Agreement, whereupon the provisions of Section 9.13(b) shall be effective. (b) With respect to the 1,600,000 shares of Class A Common Stock acquired by the Stockholders pursuant to the Merger (the "Shares"), Western agrees to file a registration statement covering the re-sale (pursuant to Rule 415 of the Securities Act) of the Shares on Form S-3 or on any other form for which Western then qualifies which counsel to Western shall deem appropriate, in order to permit (i) the disposition or distribution of the Shares by the Stockholders to their respective stockholders or partners, and (ii) the further disposition (by public offering and sale) by such partners or stockholders of Shares obtained from the Stockholders as described in the preceding clause (i) (each such person which is to receive a disposition from the Stockholders being referred to as a "Beneficial Owner" and each such person (whether a Stockholder or a Beneficial Owner) effecting such a disposition being referred to as a "Selling Securityholder"); provided, however, that the obligation to include a Selling Securityholder within the coverage of such registration statement is contingent upon s...
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Related to Delivery of Shares of Class A Common Stock

  • Shares of Common Stock The Company shall have duly reserved the number of shares of Common Stock as required by the Additional Transaction Documents;

  • Purchase of Shares of Common Stock (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28, 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

  • Delivery of Common Stock Upon Conversion Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

  • Registration of Shares of Common Stock The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down). (b) The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.