Certificate Exchange Procedures Sample Clauses

Certificate Exchange Procedures. As promptly as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Per Share Closing Payment (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Closing Payment. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 3.01(a), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment of the Per Share Closing Payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered if, upon presentation to the Paying Agent, such Certificate is properly endorsed or otherwise in proper form for transfer and the Person requesting such payment pays any transfer or other taxes required by reason of the payment of the Per Share Closing Payment to a Person other than the registered holder of such Certificate or establishes to the reasonable satisfaction of Parent that such taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.02(c), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Payment and the Per Share Escrow Payments which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article III. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article III.

Certificate Exchange Procedures. (i) At the Closing, Acquirer shall cause to be deposited with ESOP Management and Trust Services Ltd. (the “Paying Agent”) an amount of cash sufficient to pay the Closing Cash Consideration, Escrow Amount, Shareholders’ Agent Expense Amount, the Estimated Transaction Expenses (and shall instruct the Paying Agent to pay the Transaction Expenses to such account or accounts as are designated in the applicable Invoices by the Company in the Spreadsheet, in each case, subject to the withholding provisions of Section ‎1.1(d)), the Estimated Company Debt (and shall instruct the Paying Agent to pay such Company Debt in accordance with the terms of the applicable Payoff Letter delivered by the Company to Acquirer (or if no such instructions have been provided by such creditor or recipient thereof, the instructions provided by the Company in the Spreadsheet)). (ii) At the Closing and upon the effectiveness of the Share Purchase, Acquirer, and the Shareholders’ Agent shall enter with the Paying Agent into a Paying Agent Agreement in the form attached hereto as Schedule 1.3(a)(ii) (the “Paying Agent Agreement”), which shall provide for the payment specified under clause (i) above to the Company Securityholders subject to the withholding provisions of Section ‎1.1(c), all as set forth in the Spreadsheet and in accordance with Section ‎1.1. To the extent not previously delivered, as soon as reasonably practicable after the Closing, Paying Agent shall deliver to each such Company Securityholder receiving a portion of the Closing Cash Consideration, a transmittal letter in the Paying Agent’s standard form (the “Letter of Transmittal”), and each such Company Securityholder shall fill in its applicable Letter of Transmittal and shall return such document to the Paying Agent signed, and shall surrender to the Paying Agent all of the certificates or instruments required to be so delivered (the “Converting Instruments”). Notwithstanding anything to the contrary herein, any portion of the Closing Cash Consideration is payable or otherwise deliverable pursuant to this Agreement in respect of any Company 102 Shares or In-the-Money Vested Company Options that are Company 102 Options or Company 3(i) Options, shall be delivered by the Paying Agent to the 102 Trustee, which will hold and release such payment in accordance with the provisions of Sections 102 and 3(i) of the Israeli Income Tax Ordinance and in accordance with the provisions of the 102 Tax Ruling (or the 102 Interim Rul...

Certificate Exchange Procedures. Promptly after the Effective Time, 808 Renewable will cause to be mailed or otherwise delivered to each holder of record of a certificate or certificates (the “Certificates”) that immediately before the Effective Time represented outstanding Units of Membership Interest of 808 Energy 3 and that, as of the Effective Time, represented Voluntarily Exchanged Units or Automatically Exchanged Units: (a) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon receipt of the Certificates by the Exchange Agent and will be in such form and have such other provisions as 808 Renewable may reasonably specify) and (b) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of 808 Renewable Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate will be entitled to receive in exchange therefor a certificate representing the number of shares of 8▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock that such holder has the right to receive pursuant to Sections 2.2 and 2.5, and the Certificate so surrendered will forthwith be canceled. Until so surrendered, each outstanding Certificate that, before the Effective Time, represented outstanding Units of Membership Interest of 808 Energy 3 and that, as of the Effective Time, represented Voluntarily Exchanged Units or Automatically Exchanged Units will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of shares of 8▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock into which such shares of 8▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock will have been exchanged pursuant to Sections 2.2 and 2.5.