Surrender of Company Stock Certificates Clause Samples

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Surrender of Company Stock Certificates. (a) At the Effective Time, holders of Company Stock Certificates representing the Company Shares that were outstanding immediately prior to the Effective Time cease to have any rights as stockholders of the Company, and the stock transfer books of the Company close with respect to all shares of such capital stock outstanding immediately prior to the Effective Time. The Company shall not effect any further transfer of any such Company Shares on such stock transfer books after the Effective Time. If, after the Effective Time, a holder presents a valid Company Stock Certificate to the Surviving Corporation or Parent, Parent shall cause the Surviving Corporation to cancel the Company Stock Certificate and the holder may exchange the Company Stock Certificate as provided in this Section 1.7. (b) At or as soon as practicable after the date hereof, the Company and Parent shall cause the Paying Agent to send to the holders of record of the Company Shares (i) a letter of transmittal in the form attached hereto as Exhibit C (each, a “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for payment in accordance with the terms and conditions of this Agreement. After the Effective Time and upon surrender to the Paying Agent of a Company Stock Certificate (or an affidavit of loss in lieu thereof), together with a duly executed Letter of Transmittal, the holder of such Company Stock Certificate is entitled to receive in exchange therefor payment of an amount payable pursuant to Section 1.6, and the Company Stock Certificate so surrendered is canceled. Until surrendered as contemplated by this Section 1.7, each Company Stock Certificate is deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a portion of the Aggregate Merger Consideration as determined in accordance with, and subject to, the terms and conditions of this Agreement. If any Company Stock Certificate has been lost, stolen or destroyed, the owner of such lost, stolen or destroyed Company Stock Certificate may provide (in lieu of such Company Stock Certificate) an appropriate affidavit as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time may be paid to the holder of any...
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Surrender of Company Stock Certificates. (a) On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as payment agent in the Company Merger (the “Payment Agent”). At the Company Effective Time or as promptly as practicable thereafter (but in no event later than 9:00 a.m., New York City time, on the Business Day following the Company Effective Time), Parent shall deposit with the Payment Agent cash sufficient to pay the aggregate Company Merger Consideration payable pursuant to Section 2.2. The cash amount so deposited with the Payment Agent is referred to as the “Payment Fund.” The Payment Agent will invest the funds included in the Payment Fund in the manner directed by Parent; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank that are then publicly available). Any interest or other income resulting from the investment of such funds shall be the property of Parent. (b) Within five (5) Business Days after the Company Effective Time, the Payment Agent will mail to the Persons who were record holders of Company Stock Certificates or Company Book Entry Shares immediately prior to the Company Effective Time (other than to holders of Dissenting Shares to the extent such holders do not also hold shares of Company Common Stock that are not Dissenting Shares): (i) a letter of transmittal in customary form reasonably acceptable to the Company that shall specify that delivery of such Company Stock Certificates or transfer of such Company Book Entry Shares shall be deemed to have occurred, and risk of loss and title to the Company Stock Certificates or Company Book Entry Shares, as applicable, shall pass, only upon proper delivery of the Company Stock Certificates (or affidavits of loss in lieu thereof) or transfer of the Company Book Entry Shares to the Payment Agent and (ii) instructions for use in effecting the surrender of Company Stock Certificates or transfer of the Company Book Entry Shares in exchange for the Company Merger Consideration. Upon surrender of...
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Surrender of Company Stock Certificates. (i) As soon as reasonably practicable following the Closing (and in no event more than five (5) Business Days thereafter), Parent shall deliver to each Effective Time Company Stockholder a letter of transmittal and instructions for use of such letter of transmittal in effecting the surrender of certificates that immediately prior to the Effective Time evidenced one or more shares of Company Capital Stock (each, a “Company Stock Certificate”), all in the form attached hereto as Exhibit D (each “Letter of Transmittal”), which Parent shall provide prior to the Closing to each Signatory Stockholder and each other Effective Time Company Stockholder who so requests. (ii) As soon as reasonably practicable following the surrender of a Company Stock Certificate for cancellation to the Parent, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto (and in no event more than five (5) Business Days thereafter), the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the cash amount (without interest) to which such holder is entitled pursuant to Section 1.6 in respect of the shares of Company Capital Stock evidenced by such Company Stock Certificate (less the amount of cash to be deposited in the Escrow Fund on such holder’s behalf pursuant to Section 1.7(a)), and the Company Stock Certificate so surrendered shall be canceled. Any Effective Time Company Stockholder who shall deliver the items set forth in this Section 1.8(b)(ii) to Parent at or prior to the Closing shall receive the amounts such Effective Time Company Stockholder is entitled to receive hereunder on the Closing Date (or the next Business Day) if the Closing occurs after the closing of business of insured banks in the Pacific time zone. (iii) Until surrendered in accordance with Section 1.7(b)(ii), all Company Stock Certificates shall be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends, to evidence only the right to receive in exchange therefor the cash amount (without interest) payable in respect of the shares of Company Capital Stock evidenced thereby pursuant to Section 1.6. No portion of the Aggregate Merger Consideration will be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly evidenced thereby unless and until the holder of record of such Company Stock Certificate shall...
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Surrender of Company Stock Certificates. Following the Effective Time, each Stockholder may surrender the certificate(s) representing such stockholder’s shares of Company Capital Stock (the “Company Stock Certificates”) to the Paying Agent for cancellation, together with a duly completed and validly executed letter of transmittal. Until a Company Stock Certificate so surrendered, each outstanding Company Stock Certificate will be deemed for all corporate purposes to evidence only the right to receive the amount of consideration into which such shares of Company Capital Stock shall be so exchanged. Upon the surrender of a Company Stock Certificate (or compliance with Section 1.10 of this Agreement) for cancellation to the Paying Agent, or such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Stock Certificate shall be entitled to receive from the Paying Agent in exchange therefor, the amount equal to the consideration to which such holder is then entitled pursuant to Section 1.6(a) of this Agreement, and the Company Stock Certificate so surrendered shall be cancelled.
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Surrender of Company Stock Certificates. It shall be a condition to the receipt by a Stockholder of his pro rata share of the Merger Consideration that the Company Stock Certificates representing such Stockholder’s Company Stock be surrendered to Parent, or that such Stockholder comply with Section 3.7. After the Effective Time, there shall be no further transfer of Company Common Stock on the records of the Company and, if such Company Stock Certificates are presented to Company for transfer, they shall be cancelled at the time of such presentation. The Parent shall be entitled to rely upon the Exhibit F to establish the identity of those persons entitled to receive the Merger Consideration specified in this Agreement, which Stockholder List shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Company Common Stock, Parent shall be entitled to deposit the Merger Consideration in respect thereof in escrow with an independent third party selected by Parent and thereafter be relieved with respect to any claims thereto.
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Surrender of Company Stock Certificates. Each of the Company Stockholders shall have surrendered for exchange his certificates which formerly represented Company Shares (unless the Stockholder makes an affidavit pursuant to Section 1.8).
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Surrender of Company Stock Certificates 
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Related to Surrender of Company Stock Certificates

  • Stock Certificates Certificates representing the Common Stock issued pursuant to the Award will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Award. The Company may place a “stop transfer” order against shares of the Common Stock issued pursuant to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Section 12 have been complied with.

  • Legend on Stock Certificates Certificates evidencing the Option Shares, to the extent appropriate at the time, shall have noted conspicuously on the certificates a legend intended to give all persons full notice of the existence of the conditions, restrictions, rights and obligations set forth herein and in the Plan.

  • Delivery of Stock Certificates Upon receipt by the Company of the Exercise Agreement, surrender of this Warrant and payment of the Aggregate Exercise Price (in accordance with Section 3(a)), the Company shall, as promptly as reasonably practicable, and in any event within ten (10) Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share, as provided in Section 3(d). The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as the exercising Holder shall reasonably request in the Exercise Agreement and shall be registered in the name of the Holder or, subject to compliance with Section 7, such other Person’s name as shall be designated in the Exercise Agreement. This Warrant shall be deemed to have been exercised and such certificate or certificates of Warrant Shares shall be deemed to have been issued, and the Holder or (subject to compliance with Section 7) any other Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.

  • Delivery of Stock Certificates, etc on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares in accordance herewith. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.

  • Delivery of Stock Certificates, etc. on Exercise The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares in accordance herewith. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.