Surrender of Common Stock Sample Clauses

The Surrender of Common Stock clause outlines the process by which shareholders are required to return or transfer their common stock to the company or a designated party, typically in connection with a merger, acquisition, or other corporate restructuring. In practice, this clause specifies the conditions under which stock certificates must be delivered, the timing for such surrender, and any procedures for receiving payment or replacement securities. Its core function is to ensure an orderly and legally compliant transition of ownership, preventing disputes and facilitating the smooth completion of corporate transactions.
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Surrender of Common Stock. To the extent that this Section 6.2 is applicable, all or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, shares of Common Stock that are already owned by the Optionee. Such shares of Common Stock shall be valued at their Fair Market Value on the date when the new shares of Common Stock are purchased under the Plan. The Optionee shall not surrender, or attest to the ownership of, shares of Common Stock in payment of the Exercise Price if such action would cause the Corporation to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes.
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Surrender of Common Stock. Upon the execution of this Agreement, Stanford shall surrender and deliver to the Company for cancellation stock certificates, along with duly endorsed stock powers, evidencing 16,148,612 shares of Common Stock. Immediately following such surrender, the Company certifies that Stanford will beneficially own 49.9% of the outstanding Common Stock of the Company.
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Surrender of Common Stock. (a) In consideration of one dollar ($1.00), the receipt and sufficiency of which are hereby acknowledged by Transferor, concurrently with the closing of the transactions contemplated by the Purchase Agreements, Transferor hereby irrevocably agrees to contribute, transfer, assign, convey and deliver to the Company 3,448,276 shares of Common Stock (the “Surrendered Shares”), free and clear of any mortgage, pledge, lien, encumbrance, charge, security, security interest or other claim against title; it being agreed that (i) all such Surrendered Shares shall be surrendered pursuant solely to this Agreement and not from shares owned by Transferor and subject to the Original Surrender Agreement, and (ii) 9,306,898 shares held by Transferor shall remain subject to surrender to the Company pursuant to the Original Surrender Agreement. As a result of such surrender and transfer, the parties hereto agree and affirm that Transferor shall have absolutely and irrevocably released any and all of his interests in all of the Surrendered Shares. Concurrently with the execution of this Agreement, the Transferor is delivering to the Company a stock certificate which represents the Surrendered Shares and will execute a stock power if requested by the Company. (b) The Company agrees that the Surrendered Shares shall be placed in the Company’s treasury to offset shares of Common Stock issued to the Purchasers pursuant to the terms of the Purchase Agreement.
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Surrender of Common Stock. Except as otherwise provided in the Certificate or Paragraph 6(b) of this Agreement, the Stockholder or the Stockholder's successors or the personal representative of the Stockholder's estate must sell and deliver stock certificates to the Corporation within 10 days after the date of the Corporation's notice to sell and deliver such Common Stock. Any stock certificate to be sold to the Corporation must be endorsed in blank or accompanied by appropriate stock powers executed in blank, and accompanied by such other evidence of authority as the Corporation may reasonably require. In the event of failure to deliver stock certificates with required evidence of authority within the time periods specified, the Corporation's Secretary shall cancel each certificate on the books of the Corporation and such shares of Common Stock shall be deemed no longer outstanding. The holder of canceled shares of Stock shall have no further interest as a stockholder of the Corporation with respect to such shares of Common Stock except the right to receive the purchase price.
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Surrender of Common Stock. As of the Effective Time, all shares of Common Stock (other than those shares set forth in Section 3.2(b) and Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of any shares of Common Stock shall cease to have any rights with respect thereto.
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Surrender of Common Stock. (a) In consideration of one dollar ($1.00), the receipt and sufficiency of which are hereby acknowledged by Purchaser, Purchaser hereby irrevocably agrees to contribute, transfer, assign, convey and deliver up to a total amount of 65,306,102 shares of Common Stock (the “Surrendered Shares”) upon demand and pursuant to the directions of the board of directors of the Company from time to time. The Surrendered Shares shall be cancelled and returned to treasury by the Company. If certificated, the surrender of any Surrendered Shares shall be made by prompt delivery by Purchaser of the stock certificate(s) for such Surrendered Shares as directed by the board of directors of the Company. As a result of such cancellation, the parties hereto agree and affirm that Purchaser shall have absolutely and irrevocably released any and all of his interests in all of the Surrendered Shares. (b) The Company agrees that the Surrendered Shares shall be used for any lawful purposes of the Company, including, but not limited to, the following: (i) Up to 17,312,492 Surrendered Shares shall be used as stock awards or stock grants pursuant to the terms and conditions of the 2013 Stock Incentive Plan of the Company and/or any other employee stock inventive plans the Company may from time to time institute; (ii) Up to 200,000 Surrendered Shares shall be used as stock awards or grants to any independent member of the board of directors of the Company; and (iii) the remainder of the Surrendered Shares shall be used for the consummation of any future issuance of capital stock, acquisitions of other companies, enterprises, going concerns or assets, or any other lawful purpose as the board of directors of the Company, in its discretion, may deem necessary, proper or advisable.
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Surrender of Common Stock. (a) No distribution shall be made to or on behalf of a holder of a Class 4 Interest other than the Principal Shareholders under the Plan (other than to the Disbursing Agent) unless and until such holder shall surrender its Common Stock certificate to the Disbursing Agent for cancellation pursuant to written instructions to such holders from NAB or Reorganized NAB. Any holder of a Class 4 Interest other than the Principal Shareholders whose Common Stock certificate has been lost, stolen, mutilated or destroyed shall, in lieu of surrendering such certificate, deliver to the Disbursing Agent (i) evidence satisfactory to Reorganized NAB and the Disbursing Agent of the loss, theft, mutilation or destruction of such certificate and (ii) such security or indemnity as may reasonably be required by Reorganized NAB and the Disbursing Agent to hold Reorganized NAB and the Disbursing Agent harmless with respect thereto.
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Related to Surrender of Common Stock

  • Surrender of Shares (a) Prior to the Effective Time, the Company shall designate a bank or trust company to act as agent (the “Paying Agent”) for the holders of fractional shares of Class A Common Stock to receive funds pursuant to Section 4.01(b). Such funds shall be invested by the Paying Agent as directed by the Company. (b) Promptly after the Effective Time, the Company shall cause to be mailed to each Person who following the Effective Time shall be entitled to receive funds pursuant to Section 4.01(b) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates evidencing shares that were converted into fractional shares in the Reverse Stock Split shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Offer Price for each share formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Offer Price payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment equal to the Offer Price is to be made to a Person other than the Person in whose name the surrendered Certificate formerly evidencing shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Offer Price to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of the Company that such taxes either have been paid or are not applicable. If any holder of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split is unable to surrender such holder’s Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Company. Each of the Company and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement in respect of fractional shares of Class A Common Stock such amount as it is required to deduct and withhold with respect to the making of such payment under any Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of such fractional shares of Class A Common Stock in respect of which such deduction and withholding was made. (c) At any time following the twelfth month after the Effective Time, the Company shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of fractional shares of Class A Common Stock (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look to the Company (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Offer Price that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Company nor the Paying Agent shall be liable to any holder of a fractional share of Class A Common Stock for any Offer Price delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. (d) From and after the Effective Time, holders of shares of Class A Common Stock that were converted into fractional shares in the Reverse Stock Split shall cease to have any rights with respect to such fractional shares except the right to receive an amount equal to the Offer Price multiplied by the number of shares of Class A Common Stock held by such holder prior to the Effective Time or as provided by applicable Law.

  • Surrender of Stock To the extent that a Stock Option Award Agreement so provides, payment may be made all or in part by surrendering, or attesting to the ownership of, Shares which have already been owned by the Participant or his representative. Such Shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan. The Participant shall not surrender, or attest to the ownership of, Shares in payment of the Exercise Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes.

  • Listing of Common Stock The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

  • Reservation of Shares of Common Stock The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Shares of Common Stock The Company shall have duly reserved the number of shares of Common Stock as required by the Additional Transaction Documents;