Company Common Stock Certificates Clause Samples
The Company Common Stock Certificates clause outlines the procedures and requirements related to the issuance, handling, and replacement of physical or electronic certificates representing shares of a company's common stock. Typically, this clause specifies how certificates are delivered to shareholders, the information they must contain, and the process for replacing lost or damaged certificates, often requiring proof of ownership and indemnification. Its core function is to ensure clear and secure documentation of share ownership, thereby reducing the risk of disputes or fraud regarding stock holdings.
Company Common Stock Certificates. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) and whose shares of Company Common Stock were converted pursuant to Section 3.1 into the right to receive the Merger Consideration (A) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof and, if required by Parent, an indemnity bond) to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (B) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof and, if required by Parent, an indemnity bond) in exchange for payment of the Merger Consideration into which such shares of Company Common Stock have been converted pursuant to Section 3.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 3.5, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article III, including any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.5, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f) for each share of Company Common Stock formerly represented by such Certificate, and the Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof and, if r...
Company Common Stock Certificates. The stock certificates representing all of the issued and outstanding shares of Company Common Stock, duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed, free and clear of all liens, charges, encumbrances and security interests whatsoever.
Company Common Stock Certificates. All original certificates representing outstanding shares of Company Common Stock immediately prior to the effective time shall have been delivered to the Acquirors for cancellation, and shall be duly endorsed in blank by the registered holder thereof or accompanied by a stock power duly executed in blank by such holder..