Closing Deposits; Surrender of Certificates Sample Clauses

Closing Deposits; Surrender of Certificates. (a) At or prior to the Effective Time, Buyer shall issue and register in the name of the Company Stockholders such number of Consideration Shares set forth opposite each Company Stockholder’s name on Annex I hereto, (less the Escrow Shares, which will be deposited in the Escrow Account in accordance with Section 1.9.).
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Closing Deposits; Surrender of Certificates. 17 2.9. No Further Ownership Rights in Company Capital Stock. 19 2.10. Lost, Stolen or Destroyed Certificates. 19 2.11. Further Action. 20 2.12. Escrow. 20 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 21 3.1. Organization; Standing and Power; Charter Documents; Subsidiaries. 21 3.2. Capitalization. 21 3.3. Authorization; Binding Obligation. 23 3.4. Consents and Approvals. 23 3.5. No Violation. 23 3.6. Required Vote. 24 3.7. Financial Statements. 24 3.8. Absence of Certain Events. 25 3.9. Legal Proceedings. 26 3.10. Compliance with Laws. 26 3.11. Title to Properties. 26 3.12. Labor Matters. 27 3.13. Employee Benefits Matters. 27 3.14. Contracts. 28 3.15. Intellectual Property. 30 3.16. Regulatory Matters. 31 3.17. Environmental Matters. 33 3.18. Taxes. 33 3.19. Insurance. 35 3.20. Brokers. 35 3.21. Transactions with Affiliates. 35 3.22. Certain Business Practices. 35 3.23. Takeover Statutes. 35 3.24. Absence of Certain Developments. 35 3.25. Form S-1. 35
Sample 1

Related to Closing Deposits; Surrender of Certificates

  • Payment for Securities Surrender of Certificates (a) Paying Agent Prior to the Effective Time, Parent or Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as the paying agent for purposes of effecting the payment of the Merger Consideration in connection with the Merger (the Paying Agent). At or promptly after the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, with the Paying Agent funds sufficient to pay the aggregate Merger Consideration to which holders of Shares shall be entitled at the Effective Time pursuant to this Agreement upon surrender of Certificates or Book-Entry Shares as the case may be; provided, however, in the event that such funds on deposit with the Paying Agent are insufficient to pay the aggregate Merger Consideration, Parent or Purchaser shall deposit, or cause to be deposited, with the Paying Agent such additional funds as are necessary to ensure that the Paying Agent has funds sufficient to pay the aggregate Merger Consideration. Such funds shall be invested or otherwise held by the Paying Agent as directed by Parent or Purchaser, in their sole discretion, pending payment thereof by the Paying Agent to the holders of the Shares. Earnings from such investments, if any, shall be the sole and exclusive property of Parent or Purchaser, and no part of any such earnings shall accrue to the benefit of holders of Shares.

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