Certificate Surrender Required Sample Clauses

Certificate Surrender Required. Notwithstanding any other provision of this Agreement, no certificate for Buyer Ordinary Shares and no cash in lieu of fractional shares otherwise payable to a holder of Shares who has not theretofore surrendered its, his or her certificates formerly evidencing the Shares registered in its, his or her name shall be issued or paid until the surrender of such certificates to the Buyer. Until properly surrendered, certificates formerly evidencing the Shares shall be deemed for all purposes to evidence only the Buyer Ordinary Shares into which such Shares were converted by virtue of the Merger.
Sample 1
AutoNDA by SimpleDocs
Certificate Surrender Required. Notwithstanding any other provision of this Agreement, no certificate for NetObjects Stock and no cash amount otherwise payable to a Stockholder who has not theretofore surrendered its, his or her certificates formerly evidencing the Common Shares registered in its, his or her name shall be issued or paid until the surrender of such certificates to NetObjects, in which case it will be paid to such holder. Until properly surrendered, certificates formerly evidencing the Common Shares shall be deemed for all purposes to evidence only the shares of NetObjects Stock or amount of Cash Consideration into which such Common Shares were converted by virtue of the Merger and the right to receive the payments specified in Section 1.3(f). No interest shall accrue after the Merger Effective Time or be paid on any cash payment upon surrender of certificates which immediately prior to the Merger Effective Time represented the Common Shares.
Sample 1
Certificate Surrender Required other provision of this Merger Agreement, any amount otherwise distributable by the Holders' Agents to a Common Stockholder who has not theretofore surrendered its, his or her certificates formerly evidencing Common Shares registered in its, his or her name shall instead be retained by the Holders' Agents until the sooner of (i) the surrender of such certificates to the Holders' Agents and by them to the Corporation, in which case it will be paid to such Common Stockholder or (ii) 6 months after the amount owing on the Buyer Note (net of any offsets as stated therein) is finally determined and paid, in which case it will be paid to the Buyer, which shall thereupon succeed to the obligation of the Holders' Agents with respect to all remaining payments of the Fully Diluted Per-Share Proceeds. Any retained amount payable under this Section 5.1 shall not bear interest. Until properly surrendered, certificates formerly evidencing Common Shares shall be deemed for all purposes to evidence only the right to receive from the Holders' Agents the payments specified in Section 4. 5.2
Sample 1

Related to Certificate Surrender Required

  • Single Certificate A Single Certificate for the Class A-1 Certificates represents a $25,000 Denomination. A Single Certificate for the Class B-1, Class B-2 and Class B-3 Certificates represents a $100,000 Denomination. A Single Certificate for the Class B-4, Class B-5 and Class B-6 Certificates represents a $250,000 Denomination. A Single Certificate for the Class A-R Certificate represents a $100 Denomination.

  • Certificate Account (a) The Master Servicer on behalf of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section 9.01 and (v) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date.

  • Cancellation and Destruction of Surrendered Certificates All Certificates Surrendered to the Trustee shall be canceled by the Trustee. The Trustee is authorized to destroy Certificates so canceled.

  • Certificate Distribution Account The Certificate Distribution Account shall be established as a non-interest bearing trust account pursuant to Section 4.1 of the Sale and Servicing Agreement. Funds on deposit in the Certificate Distribution Account shall be held uninvested. The Certificateholders shall possess all beneficial right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and all proceeds thereof. Except as otherwise provided herein, in the Indenture or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Certificate Paying Agent for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Account, the Servicer on behalf of the Issuer, shall, within ten (10) Business Days (or such longer period) after becoming aware of the fact, establish a new Certificate Distribution Account as an Eligible Account and shall direct the Certificate Paying Agent to transfer any cash then on deposit in the Certificate Distribution Account to such new Certificate Distribution Account.

  • May Hold Certificates The Trustee, any Paying Agent, Registrar or any other agent of the Trust, in its individual or any other capacity, may become an Owner or pledgee of Certificates and may otherwise deal with the Trust with the same rights it would have if it were not Trustee, any Paying Agent, Registrar or such other agent.

  • The Certificate Account (a) On or prior to the Closing Date, the Trustee shall establish the Certificate Account, which shall be entitled “Washington Mutual Mortgage Securities Corp. Certificate Account under the Pooling and Servicing Agreement, dated as of January 1, 2005, among Washington Mutual Mortgage Securities Corp., as Depositor and Master Servicer, Deutsche Bank National Trust Company, as the Trustee, and Deutsche Bank Trust Company Delaware, as the Delaware Trustee, for the benefit of WaMu Mortgage Pass-Through Certificates Series 2005-AR2 Trust created pursuant thereto”. Promptly after the Closing Date, the Trustee shall communicate to the Master Servicer the account number and wiring instructions for the Certificate Account. Not later than the Business Day prior to the related Distribution Date, the Master Servicer shall direct the Investment Depository to deposit into the Certificate Account the amounts previously deposited into the Investment Account (which may include a deposit of Eligible Investments) to which the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest are entitled or which are necessary for payment of any Special Primary Insurance Premiums. In addition, not later than the Business Day prior to the Distribution Date, the Master Servicer shall deposit into the Certificate Account any Monthly P&I Advances or other payments required to be made by the Master Servicer pursuant to Section 4.02 of this Agreement and any Insurance Proceeds or Liquidation Proceeds (including amounts paid by the Company in respect of any Purchase Obligation) not previously deposited in the Custodial Accounts for P&I or the Investment Account, and any amounts paid by the Master Servicer in connection with the exercise of its option to terminate this Agreement pursuant to Section 9.01 or any other purchase of Mortgage Loans permitted by this Agreement.

  • Permitted Withdrawals from the Certificate Account (a) The Master Servicer may, from time to time, make withdrawals from the Certificate Account for the following purposes (limited, in the case of Servicer reimbursements, to cases where funds in the respective Custodial P&I Account are not sufficient therefor):

  • Certificate Forms SECTION 2.1 Forms of Certificates Generally............................................................ 18 SECTION 2.2 Form of Agent's Certificate of Authentication.............................................. 19

  • Tax Certificates 10.5.1 All Limited Partners or Assignees (or, if the Limited Partner or Assignee is a nominee holding for the account of a Beneficial Owner, the Beneficial Owner) are required to provide the Partnership with a properly completed Tax Certificate.

  • Replacement Certificates If, on the date a Securityholder’s escrow securities are to be released, the Escrow Agent holds a share certificate or other evidence representing more escrow securities than are to be released, the Escrow Agent will deliver the share certificate or other evidence to the Issuer or its transfer agent and request replacement share certificates or other evidence. The Issuer will cause replacement share certificates or other evidence to be prepared and delivered to the Escrow Agent. After the Escrow Agent receives the replacement share certificates or other evidence, the Escrow Agent will send to the Securityholder or at the Securityholder’s direction, the replacement share certificate or other evidence of the escrow securities released. The Escrow Agent and Issuer will act as soon as reasonably practicable.

Time is Money Join Law Insider Premium to draft better contracts faster.