Mechanics of Exchange Sample Clauses
The "Mechanics of Exchange" clause defines the procedures and requirements for transferring goods, services, or assets between parties under a contract. It typically outlines the steps for delivery, the timing and method of payment, and any documentation or conditions that must be met for the exchange to occur. For example, it may specify that goods must be delivered to a certain location by a set date, and payment is due upon receipt and inspection. This clause ensures both parties understand their obligations and the sequence of actions required, thereby reducing the risk of disputes and facilitating a smooth transaction.
Mechanics of Exchange. (a) At the Closing, each Shareholder shall be entitled to surrender the certificate or certificates that immediately prior to the Closing represented the Buyippee Shares of Common Stock (the “Certificates”) to the exchange agent designated by ENMI in exchange for the Acquisition Shares.
(b) Promptly after the Closing, ENMI or its designated exchange agent shall make available to each Shareholder a letter of transmittal and instructions for use in effecting the surrender of Certificates in exchange for the Acquisition Shares. Upon surrender of a Certificate to such exchange agent together with the letter of transmittal, duly executed, the Shareholder shall be entitled to receive in exchange therefore such number of Acquisition Shares as such Shareholder has the right to receive in respect of the Certificate so surrendered pursuant to the provisions of this Article I.
Mechanics of Exchange. (a) At the Closing (as defined below), each Shareholder shall be entitled to surrender the documents, certificate or certificates that immediately prior to the Closing represented the FDH Common Stock (the “Certificates”) to the exchange agent designated by SKYC in exchange for the Acquisition Shares.
(b) Promptly after the Closing, SKYC or its designated exchange agent shall make available to each Shareholder a letter of transmittal and instructions for use in effecting the surrender of Certificates in exchange for the Acquisition Shares. Upon surrender of a Certificate to such exchange agent together with the letter of transmittal, duly executed, the Shareholder shall be entitled to receive in exchange therefore such number of Acquisition Shares as such Shareholder has the right to receive in respect of the Certificate so surrendered pursuant to the provisions of this Article I.
Mechanics of Exchange. At the Effective Time each PickAx Stockholder shall be entitled to surrender the certificate or certificates that immediately prior to the Effective Time represented the PickAx Stock (the "Certificates"), and which were cancelled and converted into the Omnis Stock pursuant to Section 3.1 hereof, to Omnis in exchange for a stock certificate or certificates representing such stockholder's allocable portion of Omnis Stock as herein provided. It shall be a condition of such exchange that the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer to Omnis.
(j) From and after the Effective Time, there shall be no transfers on the stock transfer books of PickAx of the PickAx Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing the PickAx Stock set forth on Schedule I attached hereto are presented to Omnis for payment or for any other purpose, they shall be cancelled and exchanged for the applicable portion of Omnis Stock in accordance with the procedures set forth in this Section.
(k) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of a bona fide affidavit of that fact by the PickAx Stockholder claiming such Certificate to be lost, stolen or destroyed, Omnis will issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate a stock certificate or certificates representing the portion of Omnis Stock for which the shares of PickAx Stock represented by the Certificate have been exchanged in accordance with this Section 3. When authorizing such issuance in exchange therefor, Omnis may, in its discretion and as a condition precedent to the issuance thereof, require such PickAx Stockholder to give Omnis a bond in such sum as Omnis may direct as indemnity, or such other form of indemnity, as Omnis shall direct, against any claim that may be made against Omnis with respect to the Certificate alleged to have been lost, stolen or destroyed.
(l) Omnis may, at its option, meet its obligations under this Section 3.2 through a bank or trust company selected by Omnis to act as exchange or transfer agent in connection with the Transactions.
(m) If any stock certificate for Omnis Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall (i) p...
Mechanics of Exchange. (a) At the Closing, each Shareholder shall surrender the certificate or certificates that immediately prior to the Closing represented the Shares (the "Certificates") to the exchange agent designated by YZL, duly executed by such Shareholder for transfer to YZL, in exchange for the Acquisition Shares and the Cash Component.
(b) At the Closing YZL shall deliver, or cause to be delivered, to each Shareholder a promissory note representing such portion of the Cash Component due such Shareholder and promptly after the Closing shall cause to be delivered to each Shareholder the portion of the Acquisition Shares due to such Shareholder.
Mechanics of Exchange. The Holder shall have provided the Company with a brokerage statement dated as of the date hereof verifying that the Holder is the beneficial owner of the amount of Notes set forth on Schedule I hereto. At the Closing, the Holder shall deliver its Notes to ▇▇▇▇▇ Fargo Bank N.A. via the Depository Trust Company's DWAC system for CUSIP No. ▇▇▇▇▇▇▇▇▇. Simultaneous thereto, the Company and the Singapore Borrower shall deliver (or otherwise give effect to) the Consideration in exchange for the Holder’s Notes whereupon such Notes shall be deemed automatically cancelled. The Exchange Transaction shall be deemed to be in full satisfaction of the Company’s obligations (including all outstanding principal and accrued interest thereon) under the Holder’s Notes, and all rights of the Holder under (i) such Notes and (ii) the related Indenture dated December 22, 2009 (the "Indenture") between the Company and ▇▇▇▇▇ Fargo Bank, N.A., as trustee, shall be terminated in full.
Mechanics of Exchange. (a) At the Effective Time and subject to Section 2.4 and the provisions of the Escrow Agreement, each Shareholder shall be entitled to surrender the certificate or certificates that immediately prior to the Effective Time represented shares of Tempus Common Stock (the “Certificates”) and which were converted into the right to receive cash and shares of QuadraMed Common Stock to QuadraMed for cancellation in exchange for cash and shares of QuadraMed Common Stock into which such shares of Tempus Common Stock have been converted by virtue of the Merger, less such Shareholder’s pro rata portion of the Escrow Amount. It shall be a condition of payment that the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer to QuadraMed. Until so surrendered, each outstanding Certificate will represent from and after the Effective Time, for all purposes, only the right to receive the number of shares of QuadraMed Common Stock and cash into which such shares of Tempus Common Stock shall have been so converted. Upon the surrender to QuadraMed by a Shareholder of a Certificate in accordance with this Section 2.5, QuadraMed shall immediately tender to the Shareholder the Cash Consideration and Stock Consideration into which such shares of Tempus Common Stock represented by such Certificate have been converted by virtue of the Merger, less such Shareholder’s pro rata portion of the Escrow Amount. The Cash Consideration and Stock Consideration tendered to a Shareholder upon the surrender of a Certificate for exchange of the shares of Tempus Common Stock in accordance with the terms of this Agreement shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Tempus Common Stock.
(b) From and after the date of this Agreement, there shall be no transfers on the stock transfer books of Tempus of Tempus Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Tempus Common Stock are presented to the Surviving Company for payment, they shall be cancelled and exchanged for the cash and shares of QuadraMed Common Stock into which the shares of Tempus Common Stock represented thereby were converted in the Merger.
(c) The Company and the Surviving Company shall be entitled to deduct and withhold from the Cash Consideration otherwise payable pursuant to this Agreement to a Shareholder such amounts, if any, as the Company or ...
Mechanics of Exchange. 4 3.4 No Further Rights in Company Common Stock........................................................ 6 3.5 Closing.......................................................................................... 6 3.6
Mechanics of Exchange. (i) So long as this Note is outstanding, if the Company enters into any Equity Financing following the Subscription Date, the Company shall deliver a written notice (the "Company Exchange Notice") to the Holder no later than five (5) Business Days prior to the consummation of such Equity Financing setting forth the terms of such Equity Financing and setting forth the rights of the Holder under this Section 3.
(ii) The Holder shall have the right to exchange any portion of the Outstanding Amount (such amount, the "Exchange Amount") for the securities being issued in such Equity Financing (the "New Securities") at any time following the Company Exchange Notice and no later than ten (10) Business Days following the consummation of such Equity Financing. To exchange any Outstanding Amount into shares of New Securities, the Holder shall transmit by facsimile (or otherwise deliver), for receipt on or prior to 5:00 p.m., New York City time, on such date (the "Exchange Date"), a copy of an executed notice of exchange in the form attached hereto as Exhibit I (the "Exchange Notice") to the Company. The Company shall deliver the New Securities to the Holder no later than the later of (i) three (3) Business Days following receipt of the Exchange Notice indicating the Exchange Amount and (ii) the consummation of such Equity Financing. The Holder shall be deemed to have tendered 115% of the Exchange Amount as payment of the purchase price in such Equity Financing. If the Holder does not exchange the entire amount of the Outstanding Amount under this Note after any Equity Financing, then the Holder shall receive an additional amount on the Maturity Date equal to 15% of the Outstanding Amount on the Maturity Date (the "Additional Maturity Date Payment").
(iii) Delivery of physical certificates shall be deemed to have been made if delivered personally or when delivered to a nationally recognized overnight carrier. If this Note is physically surrendered for exchange as required by Section 15 and the outstanding Principal of this Note is greater than the Exchange Amount, then the Company shall as soon as practicable and in no event later than three Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 15(d)) representing the outstanding Principal not exchanged.
Mechanics of Exchange. (a) At the Closing, each Shareholder shall surrender the certificate or certificates that immediately prior to the Closing represented the Shares it has sold (the “Certificates”) to the exchange agent designated by the Purchaser in exchange for the Common Stock.
(b) Promptly after the Closing, the Purchaser or its designated exchange agent shall make available to each Shareholder a letter of transmittal and instructions for use in effecting the surrender of Certificates in exchange for the Common Stock. Upon surrender of a Certificate to such exchange agent together with the letter of transmittal, duly executed, the Shareholder shall be entitled to receive in exchange therefore such number of the Common Stock as such Shareholder has the right to receive in respect of the Certificate so surrendered pursuant to the provisions of this Article I.
Mechanics of Exchange. To exercise the exchange right set forth in Section 7(a), the holder shall give written notice to the Corporation (which notice may be given by facsimile transmission) that such holder elects to exercise such right and shall state therein the number of shares to be converted and the name or names in which such holder wishes the payment to be received. Promptly thereafter the holder shall surrender the certificate or certificates representing the shares to be exchanged, duly endorsed, at the office of the Corporation or of any transfer agent for such shares, or at such other place designated by the Corporation. The Corporation shall, immediately upon receipt of such notice, issue and deliver to or upon the order of such holder, against delivery of the certificates representing the shares which have been converted, a check for payment of the cash amount to which such holder shall be entitled, and a certificate representing the shares of Series A Preferred not so exchanged, if any. The Corporation shall effect such payment immediately and shall transmit the check by messenger or overnight delivery service to reach the address designated by such holder within three trading days after the receipt of such notice. Notice of the exercise of exchange rights may be given by a holder at any time of day up to 5:00 p.m. Los Angeles time, and such exercise shall be deemed to have been made immediately prior to the close of business on the date such notice of conversion is given (the "Exchange Date"). The person or persons entitled to receive payment upon such exchange shall be treated for all purposes as the record holder or holders of such shares of Common Stock at the close of business on the Exchange Date.