Certificate Delivery Requirements. At the Effective Time, the --------------------------------- Shareholders shall deliver to CCC the certificates (the "Certificates") ------------ representing Company Common Stock owned by them, accompanied by blank stock powers duly executed by each respective Shareholder and with all necessary transfer tax and other revenue stamps, acquired at the Shareholder's expense, affixed and canceled. Each Shareholder shall promptly cure any deficiencies with respect to the stock powers accompanying such Certificates. The Certificates so delivered shall forthwith be canceled. Until delivered as contemplated by this Section 2.4(b), each Certificate shall be deemed at any time after the Effective Time to represent the right to receive upon such surrender the number of shares of CCC Common Stock and the amount of cash as provided by this Article 2 and the applicable provisions of the State Corporate Laws.
Certificate Delivery Requirements. At the Closing, the Stockholders shall deliver to Buyer the certificates (the "Certificates") representing the Stock, duly endorsed in blank by the Stockholders, or accompanied by blank stock powers duly executed by the Stockholders and with all necessary transfer tax and other revenue stamps, acquired at the Stockholders' expense, affixed and canceled. The Stockholders shall promptly cure any deficiencies with respect to the endorsement of the Certificates or other documents of conveyance with respect to the stock powers accompanying such Certificates.
Certificate Delivery Requirements. At the Effective Time, the Stockholder shall deliver to USFloral the certificates (the "Certificates") representing Company Common Stock, accompanied by blank stock powers duly executed by the Stockholder and with all necessary transfer tax and other revenue stamps, acquired at the Stockholder's expense, affixed and canceled. The Stockholder shall promptly cure any deficiencies with respect to the stock powers accompanying such Certificates. The Certificates so delivered shall forthwith be canceled. Until delivered as contemplated by this Section 2.3(b), each Certificate shall be deemed at any time after the Effective Time to represent the right to receive upon such surrender the number of shares of USFloral Common Stock and the amount of cash as provided by this Article 2 and the applicable provisions of the State Corporation Laws.
Certificate Delivery Requirements. At the Effective Time, the Shareholders shall deliver to Republic the certificates ("Certificates") representing the Alamo Common Stock, the Alamo Canada Common Stock, the Alamo Belgium Common Stock, the Territory Blue Common Stock, the Tower Common Stock, the Green Corn Common Stock, the Guy Xxxxxx Xxxmon Stock, the Alasys Common Stock, the Tripperoo Common Stock, the Rising Moon Common Stock, the Alamo (Puerto Rico) Common Stock, the Alamo Sales Common Stock, the Risk Management Common Stock, the Fleet Common Stock, the Alamo Leasing Common Stock, the Alamo Automobile Common Stock, the Alamo Shuttle Common Stock, the Tower Restaurants Common Stock, the Tower Food Common Stock and the Corporate Planners Common Stock (collectively, the "Company Common Stock"), duly endorsed in blank by the Shareholders, or accompanied by blank stock powers, and with all necessary transfer tax and other revenue stamps, acquired at the Republic Subsidiaries' expense, affixed and canceled. The Certificates so delivered shall forthwith be canceled. Until delivered as contemplated by this Section 2.24(b), each Certificate shall be deemed at any time after the Effective Time to represent the right to receive upon such surrender the number of shares of Republic Common Stock as provided by this Article II and the provisions of the Florida Statute and, in the case of Fleet and Alamo (Puerto Rico), the applicable laws of the State of New York and the State of Delaware, respectively.
Certificate Delivery Requirements. At the Effective Time, the Stockholders shall deliver to USFloral the certificates (the "Certificates") representing Company Common Stock, accompanied by blank stock powers duly executed by the Stockholders and with all necessary transfer tax and other revenue stamps, acquired at the Stockholders' expense, affixed and canceled. The Stockholders shall promptly cure any deficiencies with respect to the stock powers accompanying such Certificates. The Certificates so delivered shall forthwith be canceled. Until delivered as contemplated by this Section 2.3(b), each Certificate shall be deemed at any time after the Effective Time to represent the right to receive upon such surrender the number of shares of USFloral Common Stock and the amount of cash as provided by this Article 2 and the applicable provisions of the Florida Business Corporation Act.
Certificate Delivery Requirements. Immediately after the effective time of the Reincorporation, the Company shall submit a form of Letter of Transmittal to each stockholder of the Company, pursuant to which each such stockholder of the Company may surrender to Base Ten the certificates that represent the Company Shares held by such stockholder ("Certificates"), duly executed by such stockholder of the Company, against delivery of the portion of the Merger Consideration that is deliverable to such stockholder of the Company. Each share of the Capital Stock of the Company shall entitle the holder thereof to receive its share of the Merger Consideration in accordance with a schedule of the Company's stockholders to be delivered by the Company to Base Ten immediately after the Closing. Until so surrendered, each Certificate representing Company Shares shall be deemed for all purposes to evidence only the right to receive the Merger Consideration in accordance with Section 1.4(b)(i), and from and after the Effective Time, the stockholders of the Company shall each cease to have any rights as a stockholder of the Company, except for the right to surrender Certificates in exchange for delivery of the Merger Consideration.
Certificate Delivery Requirements. On the Closing Date, the --------------------------------- Shareholder shall deliver to PTC the certificates (the "Certificates") representing Company Common Stock, duly endorsed in blank by the Shareholder, or accompanied by blank stock powers duly executed by the Shareholder and with all necessary transfer tax and other revenue stamps, acquired at the Shareholder's expense, affixed and canceled. The Shareholder shall promptly cure any deficiencies with respect to the endorsement of the Certificates or other documents of conveyance with respect to the stock powers accompanying such Certificates.
Certificate Delivery Requirements. At the Effective Time, Xxxxxx and the Stockholders shall deliver to EFI the certificates (the "Certificates") representing the Company Stock, duly endorsed in blank, or accompanied by blank stock powers duly executed and with all necessary transfer tax and other revenue stamps, acquired at Xxxxxx'x and the Stockholders' expense, affixed and canceled. Xxxxxx and the Stockholders shall promptly cure any deficiencies with respect to the endorsement of the Certificates or other documents of conveyance with respect to the stock powers accompanying such Certificates. The Certificates so delivered shall forthwith be canceled.
Certificate Delivery Requirements. At the Effective Time, the Stockholders shall deliver to AppNet the certificates (the "Certificates") representing Company Common Stock, duly endorsed in blank by the Stockholders, or accompanied by blank stock powers duly executed by the Stockholders and with all necessary transfer tax and other revenue stamps, acquired at the Stockholders' expense, affixed and canceled. The Stockholders shall promptly cure any deficiencies with respect to the endorsement of the Certificates or other documents of conveyance with respect to the stock powers accompanying such Certificates. The Certificates so delivered shall forthwith be canceled. Until delivered as contemplated by this Section 1.5(b), each Certificate shall be deemed at any time after the Effective Time to represent the right to receive upon such surrender the Merger Consideration as provided by this Section 1.
Certificate Delivery Requirements. Subject to the exercise of dissenters rights under Chapter 11 of the New Jersey Business Corporation Act, immediately after the Effective Time, the Company shall submit a form of Letter of Transmittal to each stockholder of the Company, pursuant to which each such stockholder of the Company may surrender to Eos certificates representing Company Shares held by such stockholder (“Certificates”), duly executed by such stockholder of the Company, against delivery of the portion of the Merger Consideration deliverable to such stockholder of the Company. Each share of the Capital Stock of the Company shall entitle the holder thereof to receive the portion of the Merger Consideration in accordance with a schedule of the Company’s stockholders to be delivered by the Company to Eos immediately after the Closing. Until so surrendered, each Certificate representing Company Shares shall be deemed for all purposes to evidence only the right to receive the Merger Consideration in accordance with Section 1.4(b)(i), and from and after the Effective Time, the stockholders of the Company shall each cease to have any rights as a stockholder of the Company, except for the right to surrender Certificates in exchange for delivery of the Merger Consideration. &
