Exchange of Share Certificates Sample Clauses
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Exchange of Share Certificates. (a) From and after the Effective Time, the Surviving Corporation shall act as exchange agent in effecting the exchange of certificates which, prior to the Effective Time, represented Shares, for the consideration receivable in respect thereof pursuant to Section 2.3 hereof. Upon the surrender of each certificate representing validly issued Shares, duly endorsed if requested by the Surviving Corporation and accompanied by such other instruments of transfer, certifications and other documents as shall be requested by the Surviving Corporation, the Surviving Corporation shall pay to each record holder of Shares the amounts provided in Section 2.3 hereof, at the time therein provided, and such certificate shall forthwith be cancelled and extinguished. From and after the Effective Time and until so surrendered and exchanged, each such certificate (other than certificates representing Dissenting Shares) shall represent solely the right to receive the Merger Consideration Per Share or Preferred Consideration Per Share payable in respect of such Shares.
(b) Promptly after the Closing and upon receipt of evidence satisfactory to the Surviving Corporation that the stock transfer books of Rostone have been closed and pursuant to such other reasonable procedures and conditions as the Surviving Corporation shall reasonably prescribe, the Surviving Corporation shall mail or deliver the letters of transmittal to each record holder of certificates representing Shares not surrendered at the Closing pursuant to Section 2.3 hereof and which shall have been converted into the right to receive the Merger Consideration Per Share or Preferred Consideration Per Share applicable to such Shares determined in accordance with this Agreement.
(c) After the Closing, there shall be no transfers of any Shares on the stock transfer books of Rostone. If, after the Effective Time, certificates previously representing Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for the applicable portions of the Merger Consideration or Preferred Consideration applicable to such Shares subject to applicable law including in the case of the Dissenting Shares.
Exchange of Share Certificates. (1) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Common Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary and GWRI may reasonably require, the holder of Common Shares of such surrendered certificate shall be entitled to receive in exchange therefor from the Depositary, and the Depositary shall deliver to such holder of Common Shares, as soon as practicable after the Effective Time, a certificate representing such number of shares of common stock of GWRI that such holder of Common Shares is entitled to under the Arrangement in accordance with Section 2.2(6).
(2) Until surrendered as contemplated by Section 4.2(1), each certificate which immediately prior to the Effective Time represented any Common Shares shall be deemed after the Effective Time to represent only the right to receive upon such surrender such number of shares of common stock of GWRI as contemplated in Section 2.2(6). Any such certificate formerly representing Common Shares not duly surrendered on or before the second anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in the Company or GWRI. On such second anniversary date, all certificates representing Common Shares shall be deemed to have been surrendered to GWRI and any shares of common stock of GWRI to which such former holder was entitled, together with any entitlements to dividends, distributions and interest thereon, shall be deemed to have been surrendered to GWRI or any successor thereof for no consideration.
Exchange of Share Certificates. As soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of certificates that, immediately before the Effective Time, represented a holder’s Normabec Shares, together with a duly completed Letter of Transmittal and such other documents and instruments as would have been required to effect the transfer of the shares formerly represented by such certificates under the CBCA and the articles of Normabec and such additional documents and instruments as the Depositary may reasonably require, (a) First Majestic shall cause the Depositary to deliver to such holder a certificate representing that number of First Majestic Shares which such holder has the right to receive and (b) Newco shall cause the Depositary to deliver to such holder a certificate representing that number of Newco Shares which such holder has the right to receive (together, in either case, with any dividends or distributions with respect thereto pursuant to Section 4.2) and the certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Normabec Shares which is not registered in the transfer records of Normabec, certificates representing the proper number of First Majestic Shares and Newco Shares may be issued to the transferee if the certificate representing such Normabec Shares is presented to the Depositary, accompanied by all documents required to evidence and effect such transfer to the transferee. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented one or more outstanding Normabec Shares shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (i) the certificates representing First Majestic Shares and Newco Shares as contemplated by this Section 4.1, and (ii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to First Majestic Shares and Newco Shares as contemplated by Section 4.2.
Exchange of Share Certificates. At or prior to the Effective Time, Bayswater shall deposit with the Depository, for the benefit of the NCA Shareholders, sufficient certificates representing Bayswater Shares to give effect to this Plan of Arrangement. An NCA Shareholder at the Effective Time shall be entitled to receive the certificates representing the Bayswater Shares to which such holder is entitled pursuant to the provisions hereof as soon as practical after the Effective Date upon delivery to the Depository of a duly completed Transmittal Letter and surrender of the certificates formerly representing the NCA Shares, together with such other documents and instruments as would have been required to effect the transfer of the NCA Shares formerly represented by such certificates under the BCBCA and the articles of NCA and such additional documents and instruments as the Depository, Bayswater or NCA may reasonably require. The Depository shall register and make available or send by regular mail (postage prepaid) certificates representing Bayswater Shares as directed in each properly completed Transmittal Letter.
Exchange of Share Certificates. 5 3.3. Appraisal Rights...............................................8 3.4. Adjustments to Prevent Dilution................................8
Exchange of Share Certificates. Before any holder of Class B Preferred Stock shall be entitled to convert such Class B Preferred Stock into Common Stock, such holder shall surrender the stock certificate or certificates therefor, duly endorsed or accompanied by a valid separate stock power, at the office of the Corporation or of any transfer agent for Preferred Stock or Common Stock, accompanied by a written notice of his election to convert the same and of the number of shares of Class B Preferred Stock to be so converted. Upon receipt of such stock certificates and notice, the Corporation shall forthwith issue and deliver at such office to such holder of Class B Preferred Stock: a stock certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled pursuant to sec.5.01 hereof.
Exchange of Share Certificates. At or prior to the Effective Time, the Amalgamating Corporations shall deposit with the Depository, for the benefit of the Pathfinder Shareholders and the Bayswater Shareholders, sufficient certificates representing Amalco Shares to give effect to this Plan of Arrangement. A Pathfinder Shareholder or Bayswater Shareholder at the Effective Time shall be entitled to receive the certificates representing the Amalco Shares to which such holder is entitled pursuant to the provisions hereof as soon as practical after the Effective Date upon delivery to the Depository of a duly completed Transmittal Letter and surrender of the certificates formerly representing the Pathfinder Shares or Bayswater Shares, together with such other documents and instruments as would have been required to effect the transfer of the Pathfinder Shares or Bayswater Shares formerly represented by such certificates under the BCBCA and the articles of Pathfinder or Bayswater (as the case may be) and such additional documents and instruments as the Depository or the Amalgamating Corporations may reasonably require. The Depository shall register and make available or send by regular mail (postage prepaid) certificates representing Amalco Shares as directed in each properly completed Transmittal Letter.
Exchange of Share Certificates. (a) At Closing, SUAC or its designated agent shall deliver to SSGI the certificates representing the shares of UST constituting a portion of the Merger Consideration.
(b) UST Shares being issued hereunder, are being issued without Registration under the Securities Act (as hereinafter defined) or Applicable Laws (as hereinafter defined) and, except as provided in the Registration Rights Agreement attached hereto and made a part hereof as Exhibit "2.1", the shares have not been and are not being registered under the 1933 Act, and may not be transferred unless (A) subsequently registered thereunder or (B) SUAC shall have delivered to SSGI an opinion of counsel, reasonably satisfactory in form, scope and substance, to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration. No federal or state agency has reviewed the transaction set forth herein or approved or disapproved SUAC Shares for investment or any other purpose.
Exchange of Share Certificates. Upon surrender to Skye Life of a certificate which immediately prior to the Effective Time evidenced SuperDate Shares, SuperDate Warrants or SuperDate Options in respect of which the holder is entitled to receive respectively, Skye Life Shares, Skye Life Warrants or Skye Life Options in connection with the Amalgamation, and at the direction of Skye Life, and if requested by Skye Life, a letter of transmittal, Skye Life will cause the Skye Life Transfer Agent to deliver to such holder, a certificate representing that number of Skye Life Shares, Skye Life Warrants or Skye Life Options which such holder has the right to receive and any certificates so surrendered shall forthwith be cancelled. No dividends and distributions will be payable to holders of certificates in respect of SuperDate Shares. In the event of a transfer of ownership of SuperDate Shares, SuperDate Warrants or SuperDate Options that was not registered in the register of, respectively, shareholders, warrantholders or optionholders of SuperDate, a certificate representing the proper number of Skye Life Shares, Skye Life Warrants or Skye Life Options as applicable, may be issued to the transferee if the certificate evidencing such SuperDate Shares, SuperDate Warrants or SuperDate Options is presented to the Skye Life Transfer Agent as provided above, accompanied by all documents required to evidence and effect such transfer. Until surrendered, as contemplated by this Section 2.6, each certificate which immediately prior to the Effective Time evidenced one or more SuperDate Shares, SuperDate Warrants or SuperDate Options that were exchanged for Skye Life Shares, Skye Life Warrants or Skye Life Options pursuant to Section 2.3, shall be deemed at all times after the Effective Time, to evidence only the right to receive upon such surrender a certificate representing that number of Skye Life Shares which such holder has the right to receive. Any certificate which immediately prior to the Effective Time evidenced outstanding SuperDate Shares, SuperDate Warrants or SuperDate Options that are not held by a SuperDate Dissenting Shareholder who is ultimately entitled to be paid fair value of SuperDate Shares held by such SuperDate Dissenting Shareholder but was deemed to have been exchanged pursuant to Section 2.3, that has not been deposited with all other instruments required by Section 2.6, as applicable, on or before the first anniversary of the Effective Date shall cease to represent a claim or inte...