Manner of Exchange Sample Clauses
The "Manner of Exchange" clause defines the specific procedures and requirements for how goods, services, or information are to be transferred between parties under an agreement. It typically outlines the acceptable methods of delivery, timing, documentation required, and any conditions that must be met for the exchange to be considered valid. For example, it may specify that goods must be delivered to a certain location by a set date, or that electronic files must be transmitted using secure channels. This clause ensures both parties have a clear understanding of their obligations regarding the exchange, reducing the risk of disputes and misunderstandings about how and when the transfer should occur.
Manner of Exchange. (a) After the Effective Time of the Holding Company Merger, each holder of a certificate for theretofore outstanding shares of Horizon Common Stock, upon surrender of such certificate to SunTrust Bank, Atlanta (which shall act as exchange agent), and a Letter of Transmittal, which shall be mailed to each holder of a certificate for theretofore outstanding shares of Horizon Common Stock by City National promptly following the Effective Time of the Holding Company Merger, shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of City Holding Common Stock for which shares of Horizon Common Stock theretofore represented by the certificate or certificates so surrendered shall have been exchanged as provided in this Article II. Until so surrendered, each outstanding certificate which, prior to the Effective Time of the Holding Company Merger, represented Horizon Common Stock will be deemed to evidence the right to receive the number of full shares of City Holding Common Stock into which the shares of Horizon Common Stock represented thereby may be converted in accordance with the Exchange Ratio and, after the Effective Time of the Holding Company Merger will be deemed for all corporate purposes of City Holding to evidence ownership of the number of full shares of City Holding Common Stock into which the shares of Horizon Common Stock represented thereby were converted.
(b) Until outstanding certificates formerly representing Horizon Common Stock are surrendered, no dividend payable to holders of record of City Holding Common Stock for any period as of any date subsequent to the Effective Time of the Holding Company Merger shall be paid to the holder of such outstanding certificates in respect thereof. After the Effective Time of the Holding Company Merger, there shall be no further registry of transfer on the records of Horizon of shares of Horizon Common Stock. If a certificate representing such shares is presented to City Holding, it shall be canceled and exchanged for a certificate representing shares of City Holding Common Stock and cash representing fractional shares as herein provided. Upon surrender of certificates of Horizon Common Stock in exchange for City Holding Common Stock, there shall be paid to the recordholder of the certificates of City Holding Common Stock issued in exchange therefor (i) the amount of dividends theretofore paid for such full shares of City Holding Common Stock as ...
Manner of Exchange. On the Effective Date, the M3 Stockholders shall surrender their stock certificates representing all of the issued and outstanding shares of the M3 Common Stock to the Subsidiary in exchange for certificates representing the shares of the EGPI Common Stock to which they are entitled. In exchange, the Subsidiary shall receive all of the issued and outstanding shares of the M3 Common Stock held by the M3 Stockholders. Following the receipt of the shares of the M3 Common Stock by the Subsidiary, the shares of the M3 Common Stock shall be cancelled. The one share of the Subsidiary Common Stock shall remain issued and outstanding.
Manner of Exchange. (a) Shareholders who elect to exchange some or all of their shares of American National Common Stock for cash must submit to American National certificates for the shares being exchanged for cash at or prior to the meeting of American National's shareholders referred to in Section 4.2. If the Holding Company Merger is approved by American National's shareholders at this meeting, a shareholder's election to receive cash is irrevocable and American National will retain certificates for shares submitted for cash purchase until either (i) termination of this Agreement, upon which American National will return such certificates, or (ii) the Effective Time of the Holding Company Merger, when ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholder Services (the "Exchange Agent") will exchange such certificates for cash to the extent required by this Agreement and the Holding Company Plan of Merger.
(b) After the Effective Time of the Holding Company Merger, each holder of a certificate for theretofore outstanding shares of American National Common Stock, upon surrender of such certificate to the Exchange Agent (unless previously surrendered to American National in connection with exercise of the cash option), accompanied by a Letter of Transmittal, shall be entitled to receive in exchange therefor the number of full shares of Crestar Common Stock for which shares of American National Common Stock shall have been exchanged or cash if the cash option is properly elected, or a combination of Crestar Common Stock and cash if the cash option is elected for part of a holder's American National shares. In the event of proration, a combination of cash and Crestar Common Stock shall be issued in exchange for American National Common Stock. Until so surrendered, each outstanding certificate which, prior to the Effective Time of the Holding Company Merger, represented American National Common Stock will be deemed to evidence the right to receive either (i) the number of full shares of Crestar Common Stock into which the shares of American National Common Stock represented thereby may be converted in accordance with the Exchange Ratio or (ii) the Common Stock Price Per Share multiplied by the number of shares of American National Common Stock represented by such certificate (subject to all applicable withholding taxes) in cash if the cash option provided in subsection 2.1(c) was properly elected by a holder of American National Common Stock, or (iii) a combination thereof; and, after the Effective Time of...
Manner of Exchange. The Merger Consideration shall be paid as follows:
(A) At Closing, IHS Shares (the "ESCROWED SHARES" or the "ESCROW FUND") having an aggregate value (determined in accordance with Section 3.1(a) hereof) equal to One Hundred Forty Thousand Dollars ($140,000) shall be delivered to CoreStates Bank, N.A., as escrow agent ("ESCROW AGENT"), to be held by Escrow Agent during the Escrow Period (as defined in Section 2.7(d), below), pursuant to the terms of an Escrow Agreement, in the form attached hereto as Exhibit 2.3(a) (the "ESCROW AGREEMENT"). The Escrowed Shares shall be subject to the provisions of Section 2.7 hereof. A Proportionate Amount of the Escrowed Shares shall be delivered by each Shareholder.
(B) At Closing, one hundred thirty seven thousand eight hundred fourteen & no/00 ($137,814.00) of the Prime Cash Merger Consideration shall be paid and delivered to the "PAYING AGENT" designated by the Group's Representative (as hereinafter defined in Section 15.1) and reasonably satisfactory to IHS, to be held and administered pursuant to the "PAYMENT ESCROW AGREEMENT" attached hereto as Exhibit 2.3(b). Attached hereto as Schedule 2.3(b) are the wire instructions for delivery of such cash to the Paying Agent. Such cash shall be subject to the provisions of Section 14.1 hereof. A Proportionate Amount of the amount payable to the Paying Agent shall be delivered on behalf of each Shareholder.
(C) At Closing, Sixty Nine Thousand Seven Hundred ($69,700) Dollars of the Cash Merger Consideration shall be paid, on behalf of the Shareholders, to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Associates Inc. (the "BROKER"), in cash in full satisfaction of all fees and compensation due to the Broker in connection with the transactions contemplated by this Agreement (the "BROKER'S FEE"). Attached hereto as Schedule 2.3(c) are the wire instructions for delivery of such cash to the Broker. The Shareholders represent and warrant to IHS that the Broker has acted as the Shareholders' representative and broker in connection with the transactions contemplated by this Agreement, and authorizes and directs IHS to withhold such sum from the Prime Cash Merger Consideration and disburse such sum directly to the Broker. A Proportionate Amount of the cash payable to the Broker shall be made on behalf of each Shareholder.
(D) The balance of the Prime Cash Merger Consideration and the balance of the Prime IHS Stock Merger Consideration shall be payable to the Shareholders and shall be paid in accordance with the pr...
Manner of Exchange. On the Effective Date of the Merger, the -------------------- shareholders of TNOG shall surrender their stock certificates to HAEC in exchange for shares of the Surviving Corporation to which they are entitled pursuant to the provisions of this Plan of Merger.
Manner of Exchange. 3.1 Exchange Procedures 6
3.2 Distributions with Respect to Unexchanged Shares 8 3.3 No Fractional Securities 8 3.4 Certain Adjustments 8 3.5 Rights of Dissenting Shareholders 8
Manner of Exchange. Subject to the provisions hereof, the Buyer may require the Company to purchase the LF Shares, by delivery of a notice (a "Purchase Notice"), to the Company within ten days of the Put Date, at the Company's principal executive offices requesting the Company to purchase the Shares.
Manner of Exchange. The manner and basis of exchanging the Bank Common Stock to be acquired for the Corporation Common Stock is as follows: On the Effective Date, each share of Bank Common Stock then issued and outstanding shall, without any action on the part of the holder thereof, be converted into one share of Corporation Common Stock; certificates representing Bank Common Stock shall thereafter represent the right to receive certificates representing Corporation Common Stock in the aforementioned proportions; such Bank Common Stock certificates may at any time thereafter be exchanged by the holders thereof for new certificates for the appropriate number of Corporation Common Stock.
Manner of Exchange. On the Effective Date, the TRQ Stockholders shall surrender their stock certificates representing all of the issued and outstanding shares of the TRQ Common Stock to Quality Resource Technologies in exchange for certificates representing the shares of the Quality Resource Technologies Common Stock to which they are entitled. In exchange, TRQ shall receive all of the issued and outstanding shares of the Subsidiary’s common Stock held by Quality Resource Technologies. Following the receipt of the shares of the TRQ Common Stock by TRQ by Quality Resource Technologies, the 100 shares of the TRQ Common Stock shall be cancelled. The one share of the Subsidiary Common Stock shall remain issued and outstanding.
Manner of Exchange. Each holder of a certificate representing any shares of Bank Common Stock upon the surrender of his Bank Common Stock certificates to the Corporation, duly endorsed for transfer in accordance with this Section 4, will be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of Corporation Common Stock for which his shares of Bank Common Stock are exchanged pursuant to Section 3(a). Holders of certificates representing shares of Bank Common Stock, however, shall not be required to surrender such certificates and, until surrendered, certificates representing shares of Bank Common Stock issued before the Effective Date shall represent an equivalent number of shares of Corporation Common Stock on and after the Effective Date.