Manner of Converting and Exchanging Shares Clause Samples

The "Manner of Converting and Exchanging Shares" clause defines the procedures and terms under which shares of one class or company are converted into or exchanged for shares of another class or company, typically in the context of a merger, acquisition, or corporate restructuring. This clause outlines the specific steps shareholders must follow, such as surrendering old share certificates and receiving new ones, and may detail the conversion ratios or formulas used to determine the number of new shares issued. Its core practical function is to ensure a clear, orderly, and equitable process for all parties involved, minimizing confusion and disputes during significant corporate transactions.
Manner of Converting and Exchanging Shares. 6.1 The manner of converting and exchanging the Company Common Stock shall be as follows: (a) Each share of Company Common Stock issued and outstanding on the Effective Date (including shares subject to restrictions as to transfer or otherwise, but excluding -4- 84 Company Common Stock held by the Company's shareholders, if any, who shall object to this Plan of Merger pursuant to Section 1930 of the Pennsylvania Business Corporation Law of 1988, as amended, and who shall comply with the provisions of Subchapter D of Chapter 15 of such law concerning dissenting shareholders) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchanged for the right to receive (i) the Closing Per Common Share Merger Consideration (as defined in the Agreement), (ii) a pro rata portion of amounts payable to the Merger Consideration Recipients (as defined in the Agreement) under the Escrow Agreement (as defined in the Agreement), and (iii) the Deferred Per Common Share Merger Consideration (as defined in the Agreement), payable pursuant to the terms of the Agreement. (b) Each share of Company Preferred Stock issued and outstanding on the Effective Date (including shares subject to restrictions as to transfer or otherwise, but excluding Company Preferred Stock held by the Company's shareholders, if any, who shall object to this Plan of Merger pursuant to Section 1930 of the Pennsylvania Business Corporation Law of 1988, as amended, and who shall comply with the provisions of Subchapter D of Chapter 15 of such law concerning dissenting shareholders) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchanged for the right to receive the Per Preferred Share Merger Consideration (as defined in the Agreement), payable pursuant to the terms of the Agreement. (c) Each share of Company Common Stock and Company Preferred Stock issued and outstanding on the Effective Date of the Merger held by a Company shareholder who shall object to this Plan of Merger pursuant to Section 1930 of the Pennsylvania Business Corporation Law of 1988, as amended, and who shall comply with the provisions of Subchapter D of Chapter 15 of such law concerning dissenting shareholders, shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a right in such shareholder only to receive payment therefor as provided in said Subchapter D of Chapter ...
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Manner of Converting and Exchanging Shares. 3 SECTION 3.01
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Manner of Converting and Exchanging Shares 
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Related to Manner of Converting and Exchanging Shares

  • Registration, Transfer and Exchange The Notes are issuable only in registered form. The Company will keep at the specified office of the Registrar as provided in Section 4.02 (the “Registrar”) a register (the “Register”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Notes as provided in this Article. The name and address of the registered holder of each Note and the amount of each Note, and all transfers and exchanges related thereto, will be recorded in the Register. Such Register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. Such Register shall be open for inspection by the Trustee and the Trustee may request and shall receive copies of such Register at all reasonable times and upon reasonable notice. Upon due presentation for registration of transfer of any Note, the Company shall execute and the Registrar shall authenticate and deliver in the name of the transferee or transferees a new Note or Notes in authorized denominations for a like aggregate principal amount. A Holder may register the transfer of a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such registration of transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any agent of any of them shall treat the Person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by Euroclear or Clearstream (or their respective agent) and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged to the Registrar. When Notes are presented to the Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the requirements for such transactions set forth herein are met. To permit registrations of transfers and exchanges, the Company shall execute and the Registrar shall authenticate Notes at the Company’s request. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the Holder thereof or his attorney duly authorized in writing in a form satisfactory to the Company and the Registrar. The Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Notes (other than any such transfer taxes or other similar governmental charge payable upon exchanges). No service charge to any Holder shall be made for any such transaction. The Company shall not be required to exchange or register a transfer of (1) any Notes for a period of 15 days next preceding the first mailing of notice of redemption of Notes to be redeemed, (2) any Notes called or being called for redemption or (3) any Notes between any Record Date and the relevant Payment Date. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Claims against the Company for the payment of principal of, premium, if any, or interest, on the Notes will become void unless presentation for payment is made as required in this Indenture within a period of six years.

  • Registration, Transfer and Exchange Generally (a) The Trustee shall cause to be kept at the Corporate Trust Office a register (the “Securities Register”) in which the registrar and transfer agent with respect to the Securities (the “Securities Registrar”), subject to such reasonable regulations as it may prescribe, shall provide for the registration of Securities and of transfers and exchanges of Securities. The Trustee shall at all times also be the Securities Registrar. The provisions of Article VI shall apply to the Trustee in its role as Securities Registrar. (b) Subject to compliance with Section 2.2(b), upon surrender for registration of transfer of any Security at the offices or agencies of the Company designated for that purpose the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations of like tenor and aggregate principal amount. (c) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations, of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and upon receipt thereof the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. (d) All Securities issued upon any transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (e) Every Security presented or surrendered for transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. (f) No service charge shall be made to a Holder for any transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities. (g) Neither the Company nor the Trustee shall be required pursuant to the provisions of this Section 3.5 to (i) issue, register the transfer of or exchange any Security during a period beginning at the opening of business fifteen (15) days before the day of selection for redemption of Securities pursuant to Article XI and ending at the close of business on the day of mailing of the notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any such Security to be redeemed in part, any portion thereof not to be redeemed. (h) The Company shall designate an office or offices or agency or agencies where Securities may be surrendered for registration or transfer or exchange. The Company initially designates the Corporate Trust Office as its office and agency for such purposes. The Company shall give prompt written notice to the Trustee and to the Holders of any change in the location of any such office or agency.

  • Denominations, Transfer and Exchange The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and in integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the Registrar accompanied by a written request for transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Persons Deemed Owners. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

  • Denominations; Transfers and Exchanges All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting it to the Registrar and delivering any required documentation or other materials.

  • Transfer and Exchange of Global Warrants The transfer and exchange of Global Warrants or beneficial interests therein shall be effected through the Depositary, in accordance with this Warrant Agreement and the procedures of the Depositary therefor.