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 reasonably practicable ------------------------------- after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash payable in respect of the shares formerly represented by such Certificate pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the share transfer books of the Company, the proper amount of cash may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange and Payment Procedures. (a) Immediately following acceptance of the Certificate of Merger by the Secretary of State for the State of Delaware, Parent shall deposit, or shall cause to be deposited, with a U.S. bank or trust company that shall be appointed by Parent to act as paying agent hereunder and shall be reasonably acceptable to the Company (the “Paying Agent”), in trust for the benefit of holders of the shares of Common Stock and Preferred Stock converted in accordance with Section 2.08 (which, for the avoidance of doubt, shall exclude Appraisal Shares) (each, a “Former Holder”), consideration sufficient to pay the Aggregate Closing Payment Amount (after taking into account any Adjustments to be made in accordance with this Agreement, and excluding, for the avoidance of doubt, any Option Consideration otherwise payable in accordance with this Section 2.11) which is payable in respect of shares of Common Stock and Preferred Stock so converted pursuant to Section 2.08 (such consideration being hereinafter referred to as the “Exchange Fund”). Immediately prior to the Closing, the Company shall provide, or cause the Company’s transfer agent to provide (as the case may be), the Paying Agent with the stock ledgers of the Company showing, among other things, the holders of record of all outstanding shares of Common Stock and Preferred Stock as of the Effective Time. (b) Promptly after the Closing (but no later than the second (2nd) Business Day thereafter), the Paying Agent shall provide to each holder of record as of immediately prior to the Effective Time of a Certificate or Book-Entry Share (i) a letter of transmittal in customary form reasonably satisfactory to the Company, Parent and Paying Agent (a “Letter of Transmittal”) and (ii) instructions for effecting the surrender of such Certificate or Book-Entry Share, as applicable, in exchange for the Merger Consideration with respect to each of the shares of Common Stock or Preferred Stock of the Company represented thereby. Following surrender of a Certificate or Book-Entry Share to Paying Agent, together with such Letter of Transmittal duly and validly executed and completed in accordance with the instructions thereto, a properly executed substitute Form W-9 or Form W-8, if applicable, from such holder in form and substance acceptable to Paying Agent and Parent, and such other documents as may reasonably be required by Paying Agent, Paying Agent shall cause to be paid (by check or by wire transfer) to the holder of such Certif...

Exchange and Payment Procedures. 10 2.4 Distributions with Respect to Unexchanged Shares ....................10 2.5

Exchange and Payment Procedures. (i) As soon as reasonably practicable after the Merger, FirstEnergy shall cause the Exchange Agent to mail to each holder of record as of the Effective Time of one or more GPU Certificates in respect of which the holder failed to return a properly completed Form of Election, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the GPU Certificates shall pass, only upon delivery of the GPU Certificates to the Exchange Agent) and (B) instructions for effecting the surrender of the GPU Certificates and receiving the Aggregate Consideration (as defined below) to which such holder shall be entitled pursuant to Section 2.01. (ii) Upon surrender of a GPU Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by FirstEnergy for such purpose, together with such letter of transmittal, duly executed, the holder of such GPU Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of shares of FirstEnergy Common Stock ("FirstEnergy Shares") into which the shares of GPU Common Stock previously represented by such GPU Certificate are converted in accordance with Section 2.01, (y) the cash to which such holder is entitled in accordance with Section 2.01, and (z) the cash in lieu of fractional FirstEnergy Shares which such holder has the right to receive pursuant to Section 2.02(e) (the shares of FirstEnergy 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 GPU Certificate surrendered in exchange therefor is registered in the transfer records of GPU, the Aggregate Consideration may be delivered to a transferee if the GPU Certificate is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such 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 GPU Certificate (other than a GPU Certificate representing shares of GPU Common Stock to be canceled in accordance with Section 2.01(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Aggregate Consideration contemplated by this Sectio...

Exchange and Payment Procedures. (i) As soon as reasonably practicable after the Merger, FirstEnergy shall cause the Exchange Agent to mail to each holder of record as of the Effective Time of one or more GPU Certificates in respect of which the holder failed to return a properly completed Form of Election, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the GPU Certificates shall pass, only upon delivery of the GPU Certificates to the Exchange Agent) and (B) instructions for effecting the surrender of the GPU Certificates and receiving the Aggregate Consideration (as defined below) to which such holder shall be entitled pursuant to Section 2.01. (ii) Upon surrender of a GPU Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by FirstEnergy for such purpose, together with such letter of transmittal, duly executed, the holder of such GPU Certificate shall be entitled to receive in exchange therefor (x) a certificate representing

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. Following the Effective Time, certificates representing shares of Home Savings Stock outstanding at the Effective Time (herein sometimes referred to as "Home Savings Certificates") shall evidence only the right of the registered holder thereof to receive, and may be exchanged for, (i) the form of consideration into which each individual shareholder's shares of Home Savings Stock have been converted as determined in the manner described in Sections 1.5(a) through 1.5(c) above or (ii) in the case of shareholders who properly exercise Dissenters' Rights, the consideration provided in Section 1.6 below and by applicable law. At the Effective Time, FNB shall issue and deliver, or cause to be issued and delivered, to First National, in its capacity as the transfer agent of FNB Stock (the "Transfer Agent"), cash and certificates representing whole shares of FNB Stock into which outstanding shares of Home Savings Stock have been converted as provided above. As promptly as practicable following the Effective Time, FNB shall send or cause to be sent to each former shareholder of record of Home Savings immediately prior to the Effective Time written instructions and transmittal materials (a "Transmittal Letter") for use in surrendering Home Savings Certificates to the Transfer Agent. Upon the proper surrender and delivery to the Transfer Agent (in accordance with FNB's instructions, and accompanied by a properly completed Transmittal Letter) by a former shareholder of Home Savings of such shareholder's Home Savings Certificate(s), and in exchange therefor, the Transfer Agent shall as soon as practicable, (i) in the case of a shareholder whose Home Savings Stock, or a portion thereof, has been converted into FNB Stock, issue, register and deliver to such shareholder a certificate evidencing the number of shares of FNB Stock to which such shareholder is entitled pursuant to Sections 1.5(a) through 1.5(c) above, and/or (ii) in the case of a shareholder whose Home Savings Stock, or a portion thereof, has been converted into the right to receive cash, issue and deliver to such shareholder a check in the amount of cash to which the shareholder is entitled pursuant to Sections 1.5(a) through 1.5(c) above. Following the Effective Time, there shall be no further transfers of Home Savings Stock on the stock transfer books of Home Savings or the registration of any transfer of a Home Savings Certificate by any holder thereof, and the surrender of each Home Savings Certificate a...