Exchange and Payment Procedures Sample Clauses

Exchange and Payment Procedures. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to another agent or agents as may be appointed by Buyer for that purpose, together with a letter of transmittal, duly executed, the holder of the Company Certificate (other than a Company Certificate representing Dissenting Shares) shall be entitled to receive in exchange therefor (x) a certificate representing that number of shares of Buyer Common Stock ("BUYER SHARES") into which the shares of the Company Common Stock previously represented by the Company Certificate are converted in accordance with Section 2.01 and, if applicable, after giving effect to the Adjustment Amount (defined in Section 9.01(f)), (y) cash to which that holder is entitled in accordance with Section 2.01 (subject to Section 2.02(e)) and, if applicable, after giving effect to the Adjustment Amount and (z) any cash in lieu of fractional Buyer Shares which that holder has the right to receive pursuant to Section 2.02(e) (the shares of Buyer Common Stock and cash described in clauses (x), (y) and (z) above being referred to collectively as the "AGGREGATE CONSIDERATION"). In the event the Aggregate Consideration is to be delivered to any person who is not the person in whose name the Company Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Aggregate Consideration may be delivered to a transferee if the Company Certificate is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect that transfer and by evidence reasonably satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Company Certificate (other than a Company Certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.01(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the Aggregate Consideration contemplated by this Section 2.02. No interest will be paid or will accrue on any cash payable to holders of the Company Certificates pursuant to provisions of this Article II.

Exchange and Payment Procedures. 99 Treatment of ▇▇▇▇▇▇▇ Equity Awards 100 Withholding 100 Representations and Warranties 100 Definition of Material Adverse Effect 102 Conduct of Business Pending the Merger 103 No Solicitation of Alternative Proposals 107 Era Stockholder Meeting 110 ▇▇▇▇▇▇▇ Written Consent 111 Efforts to Consummate the Merger 111 Indemnification and Insurance 112 Employee Matters 112 Governance Matters Following the Merger 113 Other Covenants and Agreements 113 THE VOTING AGREEMENTS RELATING TO THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119 PRICE RANGE OF COMMON STOCK AND DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122 UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123 ERA DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. . . . . . . . . . . . . . . . . . 141 ERA AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255 EXECUTIVE COMPENSATION OF THE COMBINED COMPANY OFFICERS. . . . . . . . . . . . . . . . . . . . . 142 INFORMATION ABOUT THE COMPANIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143 MANAGEMENT’S DISCUSSION AND ANALYSIS OF ▇▇▇▇▇▇▇’▇ FINANCIAL CONDITION AND ERA QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . . . . . . . . . . . . 220 ▇▇▇▇▇▇▇ QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . . . . . . . 220 DESCRIPTION OF ERA CAPITAL STOCK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 224 COMPARISON OF STOCKHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227 APPRAISAL RIGHTS OF ▇▇▇▇▇▇▇ STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239 MATTERS TO BE SUBMITTED TO A VOTE OF ERA STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . 244 ▇▇▇▇▇▇▇ SOLICITATION OF WRITTEN CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257 ▇▇▇▇▇▇▇ PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 260 PRINCIPAL STOCKHOLDERS OF ▇▇▇▇▇▇▇ . . . . . . . . . . . . . . . . . . . . . . ...

Exchange and Payment Procedures. As soon as practicable after the Effective Time or, if Tribune determines appropriate, together with or as part of the Election Form, Tribune shall cause the Paying Agent to mail to each holder of record as of the Effective Time of a Company Common Certificate representing Company Common Shares that have been converted pursuant to Section 3.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Common Certificates shall pass, only upon actual delivery of the Company Common Certificates to the Paying Agent) and (ii) instructions for effecting the surrender of the Company Common Certificates and receiving the Common Merger Consideration which such holder shall be entitled therefor pursuant to Section 3.1. Upon surrender of a Company Common Certificate to the Paying Agent for cancellation, together with a duly executed letter of transmittal and such other documents as the Paying Agent may require, the holder of such Company Common Certificate shall be entitled to receive in exchange therefor, as soon as practicable after the Effective Time, (A) a certificate representing that number of Tribune Common Shares into which the Company Common Shares previously represented by such Company Common Certificate have been converted in accordance with Section 3.1, (B) the cash to which such holder is entitled in accordance with Section 3.1 and (C) the cash in lieu of fractional Tribune Common Shares to which such holder has the right to receive pursuant to Section 3.2(d) (the Tribune Common Shares and cash described in clauses (A), (B) and (C) above being referred to collectively as the "Common Merger Consideration"). In the event the Common Merger Consideration is to be delivered to any Person who is not the Person in whose name the Company Common Certificate surrendered in exchange therefor is registered in the transfer records of Company, the Common Merger Consideration may be delivered to a transferee if the Company Common Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.2, each Company Common Certificate (other than a Company Common Certificate representing Company Common Shares to be canceled in accordance with Section 3.1(a)) shall be deemed at any time after the Effec...

Exchange and Payment Procedures. (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment and delivery of the Per Share Consideration and the Per Share Preferred Consideration, as applicable. On or before the Effective Time, Parent shall cause to be deposited with the Paying Agent cash in an amount equal to (i) the aggregate Per Share Consideration into which the shares of Company Common Stock and OP Units have been converted in accordance with Sections 2.1(a) and 2.2(a), (ii) the aggregate Per Share Preferred Consideration into which the Series A Preferred Stock have been converted in accordance with Section 2.1(d). The cash deposited with the Paying Agent pursuant to this Section 2.4(a) shall hereinafter be referred to as the “Payment Fund.” The Payment Fund shall not be used for any purpose other than to fund payments due pursuant to Sections 2.1(a), 2.1(d), 2.2(a), or 2.6, except as provided in this Agreement. (b) Not later than the fifth Business Day following the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of outstanding shares of Company Common Stock or Series A Preferred Stock immediately prior to the Effective Time, whether represented by stock certificates (the “Company Certificates”) or in book entry form, whose shares were converted into the right to receive the Per Share Consideration pursuant to Section 2.1(a) or the Per Share Preferred Consideration pursuant to Section 2.1(d), (i) a letter of transmittal in customary form (which shall specify the number of shares of Company Common Stock or Company Preferred Stock held by such holder and shall be in customary form), and (ii) instructions for use in effecting the surrender of the shares of Company Common Stock or the Company Preferred Stock in exchange for the Per Share Consideration or Per Share Preferred Consideration, as applicable. Upon delivery to the Paying Agent of such letter of transmittal, properly completed and duly executed, any Company Certificate representing the shares held by such holder and such other documents specified in the instructions for use referred to above as the Paying Agent or Parent reasonably shall require, the shares of Company Common Stock or Company Preferred Stock described therein shall be deemed surrendered for cancellation and payment and the holder identified in such letter shall be entitled promptly to receive in exchange theref...

Exchange and Payment Procedures. JPMorgan Chase Bank, N.A. shall serve as the Paying Agent for the Merger (the “Paying Agent”). At the Effective Time, Parent shall make a capital contribution to Merger Sub and Merger Sub shall make available or cause to be made available (a) to the Paying Agent in accordance with this Article I the portion of the Merger Consideration (less the pro rata portion of the Escrow Amount and the Expense Amount based on the aggregate amount payable pursuant to Section 1.6(b)) into which the Company Capital Stock converts pursuant to Section 1.6(b)(i) and (b) to the Surviving Corporation in accordance with this Article I the portion of the Merger Consideration into which the Company Vested Options are convertible pursuant to Section 1.6(b)(ii) (less the pro rata portion of Escrow Amount and the Expense Amount based on the aggregate amount payable pursuant to Section 1.6(b)). Each Stockholder and each holder of Company Vested Options shall be deemed to have contributed a pro rata portion of the Escrow Amount attributable to the Merger Consideration to the Escrow Fund and a pro rata portion of the Expense Amount attributable to the Merger Consideration to the Expense Fund.

Exchange and Payment Procedures. As soon as practicable after the Effective Time, but in no event later than five (5) Business Days after the Effective Time, CWS shall cause the Exchange Agent to mail to each holder of record as of the Effective Time of a certificate or certificates representing shares of issued and outstanding Company Common Stock (each, a “Certificate”) that have been converted pursuant to Section 2.1(c): (X) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon actual delivery of the Certificate to the Exchange Agent), and (Y) instructions for effecting the surrender of the Certificate and receiving the Merger Consideration to which such holder shall be entitled therefor.

Exchange and Payment Procedures. Each holder of Company Shares shall deliver to Parent certificates evidencing such holder’s ownership of Company Shares (the “Certificates”) accompanied by stock powers endorsed in blank and such other documentation as may be reasonably requested by Parent to effectuate the cancellation of such Certificates and evidence such Shareholder’s right to the Certificate. Subject only to the receipt of Certificates from holders of Company Shares and any other documentation that Parent may reasonably request, Parent shall cause the Merger Consideration to be distributed to the Shareholders in accordance with this Section 1. Notwithstanding anything in this Agreement to the contrary, Parent may offset any amounts owed to it by any Shareholder from payments of the Merger Consideration. Until surrendered as contemplated by this Section 1.12, each Certificate shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration. If any portion of the Merger Consideration is to be paid to a Person (as defined in Section 2.14(a)) other than the registered holder of the Certificate, it shall be a condition to payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting payment shall pay to Parent any transfer or other taxes required as a result of payment to a Person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the tax has been paid or is not payable.

Exchange and Payment Procedures. At the Effective Time, ------------------------------- BancShares shall issue and deliver, or cause to be issued and delivered, to FCB, in its capacity as BancShares' agent for purposes of the exchange of First Savings Stock for cash (the "Exchange Agent"), one check for the aggregate amount of cash to which all holders of First Savings Stock shall have become entitled as provided above, and First Savings shall issue and deliver to BancShares, and register in its name, one stock certificate evidencing all of the shares of First Savings Stock formerly held by its shareholders. As promptly as practicable, but not more than five business days, following receipt by BancShares from First Savings' stock transfer agent of a certified listing of the names and addresses of First Savings' shareholders immediately prior to the Effective Time, BancShares shall send or cause to be sent to each former shareholder of First Savings of record immediately prior to the Effective Time written instructions and transmittal materials (a "Transmittal Letter") for use in surrendering First Savings Certificates to the Exchange Agent. Upon the proper surrender and delivery to the Exchange Agent (in accordance with BancShares' above instructions, and accompanied by a properly completed Transmittal Letter) by a former shareholder of First Savings of his or her First Savings Certificate(s), and in exchange therefor, the Exchange Agent shall as soon as practicable issue and deliver to the shareholder a check for the amount of cash to which the shareholder is entitled.

Exchange and Payment Procedures. Subject to the provisions of this Section 4.01 and except with respect to the holders of any Dissenting Shares as more specifically provided in Section 3.01(d) above, an amount equal to the product of (i) the Merger Consideration, multiplied by (ii) the number of shares of Company Common Stock owned by a Company Stockholder as of the Effective Time (the "Stockholder Consideration") shall be paid on the Closing Date to each of the Company's stockholders by wire transfer of immediately available funds to one or more accounts specified by the Company's stockholders in a written notice of wire instructions provided to Sterling within a reasonable time before the Closing Date. To facilitate the payment of the Stockholder Consideration promptly following the Effective Time at the Closing, Sterling shall, within a reasonable time before the Closing Date, deliver to each holder of record of a Certificate, other than shares canceled in accordance with Section 3.01(b): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing the shares of Company Common Stock shall pass, only upon proper delivery of such Certificates to Sterling), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender to Sterling of a Certificate for cancellation, duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of The New York Stock Exchange, together with such letter of transmittal, duly executed, and any other documentation reasonably required by Sterling, the holder of such Certificate(s) shall be entitled to receive in exchange therefor the Stockholder Consideration which such holder has the right to receive pursuant to Section 3.01(a), and the Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Stockholder Consideration with respect to such Company Common Stock may be issued to a transferee if the Certificate(s) (i) representing such Company Common Stock is (are) presented to Sterling accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The Company stockholders may deliver the Certificate(s), letter of transmit...