Common use of Merger Share Certificates Clause in Contracts

Merger Share Certificates. Upon surrender of a Certificate for cancellation to STRV, or to any agent or agents as may be appointed by STRV, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as STRV or its agent or agents, the holder of such Certificate shall be entitled to receive in exchange therefore, a certificate (“Merger Share Certificate”) representing the number of shares of STRV Common Stock which such holder has the right to receive pursuant to the provisions of Section 2.9 and the Certificate so surrendered shall forthwith be cancelled. If any certificate for such STRV Common Stock is to be issued in a name other than that in which the certificate for CNSR Shares surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to STRV or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such STRV Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of STRV or its transfer agent that all taxes have been paid. Until surrendered as contemplated by this Section 2.10.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.9.

Appears in 1 contract

Sources: Merger Agreement (Strativation, Inc.)

Merger Share Certificates. Upon surrender of a Certificate for cancellation to STRVEXCALIBER, or to any agent or agents as may be appointed by STRVEXCALIBER, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as STRV EXCALIBER or its agent or agentsagents shall determine, the holder of such Certificate shall be entitled to receive in exchange thereforetherefor, a certificate (“Merger Share Certificate”) representing the number of shares of STRV EXCALIBER Common Stock which such holder has the right to receive pursuant to the provisions of Section 2.9 and the Certificate so surrendered shall forthwith be cancelled. If any certificate for such STRV EXCALIBER Common Stock is to be issued in a name other than that in which the certificate for CNSR Shares Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the certificate Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to STRV EXCALIBER or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such STRV EXCALIBER Common Stock in a name other than that of the registered holder of the certificate Certificate surrendered, or establish to the satisfaction of STRV EXCALIBER or its transfer agent that all taxes have been paid. Until surrendered as contemplated by this Section 2.10.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.9.

Appears in 1 contract

Sources: Merger Agreement (Excaliber Enterprises, Ltd.)

Merger Share Certificates. Upon surrender of a Certificate for cancellation to STRVGHR, or to any agent or agents as may be appointed by STRVGHR, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as STRV GHR or its agent or agentsagents shall determine, the holder of such Certificate (“Merger Share Certificate”) shall be entitled to receive in exchange thereforetherefor, a certificate (“Merger Share Certificate”) representing the number of shares of STRV GHR Common Stock which such holder has the right to receive pursuant to the provisions of Section 2.9 and the Certificate so surrendered shall forthwith be cancelled. If any certificate for such STRV GHR Common Stock is to be issued in a name other than that in which the certificate for CNSR Shares AL Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to STRV GHR or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such STRV GHR Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of STRV GHR or its transfer agent that all taxes have been paid. Until surrendered as contemplated by this Section 2.10.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.9.

Appears in 1 contract

Sources: Merger Agreement (Gold Hill Resources, Inc.)

Merger Share Certificates. Upon surrender of a Certificate for cancellation to STRVEUTA, or to any agent or agents as may be appointed by STRVEUTA, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as STRV EUTA or its agent or agents, the holder of such Certificate shall be entitled to receive in exchange therefore, a certificate (“Merger Share Certificate”"MERGER SHARE CERTIFICATE") representing the number of shares of STRV EUTA Common Stock which such holder has the right to receive pursuant to the provisions of Section SECTION 2.9 and the Certificate so surrendered shall forthwith be cancelled. If any certificate for such STRV EUTA Common Stock is to be issued in a name other than that in which the certificate for CNSR Ironclad Shares surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to STRV EUTA or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such STRV EUTA Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of STRV EUTA or its transfer agent that all taxes have been paid. Until surrendered as contemplated by this Section SECTION 2.10.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section SECTION 2.9.

Appears in 1 contract

Sources: Merger Agreement (Ironclad Performance Wear Corp)

Merger Share Certificates. Upon surrender of a Certificate for cancellation to STRVTrist, or to any agent or agents as may be appointed by STRVTrist, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as STRV Trist or its agent or agentsagents shall determine, the holder of such Certificate shall be entitled to receive in exchange thereforetherefor, a certificate (“Merger Share Certificate”) representing the number of shares of STRV Trist Super-Voting Common Stock which such holder has the right to receive pursuant to the provisions of Section 2.9 and the Certificate so surrendered shall forthwith be cancelled. If any certificate for such STRV Trist Super-Voting Common Stock is to be issued in a name other than that in which the certificate for CNSR Shares Z&Z Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to STRV Trist or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such STRV Trist Super-Voting Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of STRV Trist or its transfer agent that all taxes have been paid. Until surrendered as contemplated by this Section 2.10.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.9.

Appears in 1 contract

Sources: Merger Agreement (Trist Holdings, Inc.)

Merger Share Certificates. Upon surrender of a Certificate for cancellation to STRVW270, or to any agent or agents as may be appointed by STRVW270, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as STRV W270 or its agent or agentsagents shall determine, the holder of such Certificate shall be entitled to receive in exchange thereforetherefor, a certificate (“Merger Share Certificate”) representing the number of shares of STRV Common W270 Super Voting Preferred Stock which such holder has the right to receive pursuant to the provisions of Section 2.9 and the Certificate so surrendered shall forthwith be cancelled. If any certificate for such STRV Common W270 Super Voting Preferred Stock is to be issued in a name other than that in which the certificate for CNSR Shares Saleen Automotive Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to STRV W270 or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such STRV Common W270 Super Voting Preferred Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of STRV W270 or its transfer agent that all taxes have been paid. Until surrendered as contemplated by this Section 2.10.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.9.

Appears in 1 contract

Sources: Merger Agreement (W270, Inc.)