Surrender and Exchange of Certificates. Promptly after the Effective Time and upon surrender of a certificate or certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such Stockholder has lost their certificate or certificates or that such have been destroyed, Parent shall issue to each record holder of the Company Common Stock surrendering such certificate or certificates (or affidavit and indemnification) a certificate or certificates registered in the name of such Stockholder representing the number of shares of Parent Common Stock that such Stockholder shall be entitled to receive as set forth in Section 1.5(a)(i) hereof. Each certificate or affidavit that immediately prior to the Effective Time represented any outstanding shares of Company Common Stock shall be deemed at and after the Effective Time to represent only the right to receive upon surrender as aforesaid the Parent Common Stock specified in Schedule 1.5(a)(ii) hereof for the holder thereof. The record holder of each such share of Company Common Stock shall, after the Effective Time, be entitled to vote the shares of Parent Common Stock into which such shares of Company Common Stock shall have been converted on any matters on which the holders of record of Parent Common Stock, as of any date subsequent to the Effective Time, shall be entitled to vote.
Appears in 1 contract
Sources: Merger Agreement (BTHC VII Inc)
Surrender and Exchange of Certificates. Promptly after the Effective Time and upon surrender of a certificate or certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such Stockholder has lost their certificate or certificates or that such have been destroyed, Parent shall issue to each record holder of the Company Common Stock surrendering such certificate or certificates (or affidavit and indemnification) certificates, a certificate or certificates registered in the name of such Stockholder representing the number of shares of Parent Common Stock that such Stockholder shall be entitled to receive as set forth in Section 1.5(a)(i1.5(a)(ii) hereof. Each Until the certificate, certificates or affidavit is or are surrendered as contemplated by this Section 1.6, each certificate or affidavit that immediately prior to the Effective Time represented any outstanding shares of Company Common Stock shall be deemed at and after the Effective Time to represent only the right to receive upon surrender as aforesaid the Parent Common Stock specified in Schedule Section 1.5(a)(ii) hereof for the holder thereof. The record holder thereof or to perfect any rights of each such share of Company Common Stock shall, after the Effective Time, be entitled to vote the shares of Parent Common Stock into appraisal which such shares of Company Common Stock shall holder may have been converted on any matters on which the holders of record of Parent Common Stock, as of any date subsequent pursuant to the Effective Time, shall be entitled to voteapplicable provisions of the GCL.
Appears in 1 contract
Sources: Merger Agreement (Broadcaster Inc)
Surrender and Exchange of Certificates. Promptly after the Effective Time and upon (i) surrender of a certificate or certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such Stockholder has lost their its certificate or certificates or that such have been destroyed, Parent shall issue to each record holder of the Company Common Stock surrendering such certificate or certificates (or affidavit and indemnification) certificates, a certificate or certificates registered in the name of such Stockholder representing the number of shares of Parent Common Stock that such Stockholder shall be entitled to receive as set forth in Section 1.5(a)(i1.5(a)(ii) hereof. Each Until the certificate, certificates or affidavit is or are surrendered as contemplated by this Section 1.6 and Section 4 hereof, each certificate or affidavit that immediately prior to the Effective Time represented any outstanding shares of Company Common Stock shall be deemed at and after the Effective Time to represent only the right to receive upon surrender as aforesaid the Parent Common Stock specified in Schedule 1.5(a)(ii) 1.5 hereof for the holder thereof. The record holder thereof or to perfect any rights of each such share of Company Common Stock shall, after the Effective Time, be entitled to vote the shares of Parent Common Stock into appraisal which such shares of Company Common Stock shall holder may have been converted on any matters on which the holders of record of Parent Common Stock, as of any date subsequent pursuant to the Effective Time, shall be entitled to voteapplicable provisions of the DGCL.
Appears in 1 contract
Sources: Merger Agreement (WESTMOUNTAIN Co)
Surrender and Exchange of Certificates. Promptly after the Effective Time and upon (i) surrender of a certificate or certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time or (ii) an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such Stockholder has lost their its certificate or certificates or that such have been destroyed, Parent shall issue to each record holder of the Company Common Stock surrendering such certificate or certificates (or affidavit and indemnification) Subscription agreement, a certificate or certificates registered in the name of such Stockholder representing the number of shares of Parent Common Stock that such Stockholder shall be entitled to receive as set forth in Section 1.5(a)(i) hereofthe Merger. Each Until the certificate, certificates or affidavit is or are surrendered, each certificate or affidavit that immediately prior to the Effective Time represented any outstanding shares of Company Common Stock shall be deemed at and after the Effective Time to represent only the right to receive upon surrender as aforesaid the Parent Common Stock specified in Schedule 1.5(a)(ii) hereof herein for the holder thereof. The record holder thereof or to perfect any rights of each such share of Company Common Stock shall, after the Effective Time, be entitled to vote the shares of Parent Common Stock into appraisal which such shares of Company Common Stock shall holder may have been converted on any matters on which the holders of record of Parent Common Stock, as of any date subsequent pursuant to the Effective Time, shall be entitled to voteapplicable provisions of the DGCL.
Appears in 1 contract
Sources: Merger Agreement (CST Holding Corp.)