Common Stock Exchange Procedures Sample Clauses

Common Stock Exchange Procedures. After the Effective Time, each holder of a certificate or certificates theretofore representing shares of issued and outstanding Common Stock (other than the Dissenting Shares and Excluded Shares) shall, upon the surrender of such certificates to the Exchange Agent, be entitled to receive in exchange therefor the amount of cash into which Common Stock theretofore represented by the certificate or certificates so surrendered shall have been converted as provided in Section 2.3.1, without interest and subject to any required withholding of Taxes. The holder of a certificate that prior to the Merger represented issued and outstanding shares of Common Stock shall have no rights, after the Effective Time, with respect to such shares except to surrender the certificate in exchange for cash without interest thereon or, if applicable, to perfect such rights as a holder of Dissenting Shares as such holder may have pursuant to the applicable provisions of Chapter 13 of the Corporations Code. Within two (2) Business Days after the Effective Time, the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of Common Stock at the Effective Time a letter of transmittal for use in such exchange; PROVIDED, HOWEVER, that, to the extent permitted by law, CSBI agrees to make appropriate arrangements for the earlier surrender of share certificates and payment in same-day funds immediately following the Effective Time with respect to any Shareholder who will receive in excess of $1,000,000 of Merger Consideration.
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Common Stock Exchange Procedures. As soon as reasonably practicable after the date hereof, the Company shall mail to, or cause to be mailed to, in connection with the mailing of the Information Statement pursuant to Section 5.2(d) hereof, (1) (x) each person who, as of the date hereof, is a record holder of Company Common Stock and (y) each person who after the date hereof becomes a record holder of Company Common Stock: (i) a letter of transmittal and instructions, substantially in the form of Exhibit F (a “Letter of Transmittal/Form of Election”), for use in effecting the surrender of the certificates that formerly represented Company Common Stock (together with the certificates formerly representing Company Preferred Stock, the “Company Certificates”) for the Merger Consideration to which such Stockholders are entitled and pursuant to which an Election may be made as described in Section 1.9(a) hereof; and (2) (x) each person, other than any Specified Stockholder, who, as of the date hereof, is a record holder of Company Common Stock and (y) each person who after the date hereof becomes a record holder of Company Common Stock: (i) a Section 228 Consent pursuant to which such stockholder may adopt this Agreement by written consent, (ii) a waiver, substantially in the form of Exhibit G (a “Waiver”), waiving such Stockholder’s appraisal rights under Section 262 of the DGCL (“Section 262”), (iii) a Lock-Up Agreement and (iv) a purchaser questionnaire, substantially in the form attached hereto as Exhibit H, which states that such Holder receiving shares of NFP Common Stock, either alone or with the Purchaser Representative has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment in NFP Common Stock (each a “Purchaser Questionnaire” and together with the Letter of Transmittal/Form of Election, Waiver and Lock-Up Agreement, collectively, the “Transmittal Documents”). Upon the later to occur of the Effective Time and surrender of a Company Certificate for cancellation to the Exchange Agent, together with the applicable duly executed Letter of Transmittal/Form of Election properly completed in accordance with the instructions thereto, the holder of such Company Certificate shall be entitled to receive in exchange therefor the applicable portion of Merger Consideration for each share of Company Common Stock formerly represented by such Company Certificate, and the Company Certificate so surrendered shal...
Sample 1
Common Stock Exchange Procedures. After the Effective Time, each holder of a certificate or certificates theretofore representing shares of issued and outstanding Common Stock (other than the Dissenting Shares and Excluded Shares) shall, upon the surrender of such certificates to the Exchange Agent, be entitled to receive in exchange therefor the amount of cash into which Common Stock theretofore represented by the certificate or certificates so surrendered shall have been converted as provided in Section 2.3.1, without interest and subject to any required withholding of Taxes. The holder of a certificate that prior to the Merger represented issued and outstanding shares of Common Stock shall have no rights, after the Effective Time, with respect to such shares except to surrender the certificate in exchange for cash without interest thereon or, if applicable, to perfect such rights as a holder of Dissenting Shares as such holder may have pursuant to the applicable provisions of Chapter 13 of the Corporations Code. Within two (2) Business Days after the Effective Time, the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of Common Stock at the Effective Time a letter of transmittal for use in such exchange; provided, however, that, to the extent permitted by law, CSBI agrees to make appropriate arrangements for the earlier surrender of share certificates and payment in same-day funds immediately following the Effective Time with respect to any Shareholder who will receive in excess of $1,000,000 of Merger Consideration.
Sample 1
Common Stock Exchange Procedures. After the Effective Time, each holder of a certificate or certificates theretofore representing shares of issued and outstanding Company Common Stock (other than the Dissenting Shares and Excluded Shares) shall, upon the surrender of such certificates to Parent, be entitled to receive, in exchange for each of the shares represented by such certificate or certificates so surrendered, an amount in cash equal to the Merger Consideration, less any required withholding of Taxes (as hereinafter defined). The holder of a certificate that prior to the Merger represented issued and outstanding shares of Company Common Stock shall have no rights, after the Effective Time, with respect to such shares except to surrender the certificate in exchange for cash without interest thereon or, if applicable, to perfect such rights as a holder of Dissenting Shares as such holder may have pursuant to the applicable provisions of Section 85 of the MBCL. Within five (5) Business Days after the Effective Time, the Surviving Corporation will send to each holder of Common Stock at the Effective Time a letter of transmittal for use in such exchange. Prior to the Effective Time, Parent shall deposit with a bank or trust company (the "Paying Agent"), for the benefit of the holders of Company Common Stock and Company Options, cash in the aggregate amount sufficient to pay the aggregate Merger Consideration and amounts payable to holders of Company Options.
Sample 1
Common Stock Exchange Procedures. (a) At the closing of a Supplemental Exchange (a "SUPPLEMENTAL EXCHANGE CLOSING"), Microsoft shall deliver or cause to be delivered to Parent a certificate or certificates representing the number of shares of Parent Class A Special Common Stock to be exchanged, free and clear of all Liens, in exchange for the delivery by Parent of (i) a certificate or certificates representing an equivalent number (as adjusted to reflect stock dividends, subdivisions, splits or combinations, in each case having a record date after the Effective Time) of shares of Parent Voting Stock, free and clear of all Liens and (ii) a certificate signed by a duly authorized officer of Parent to the effect that the shares of Parent Voting Stock are validly issued and outstanding, fully paid and nonassessable, free and clear of all Liens and not subject to preemptive or other similar rights of the stockholders of Parent.
Sample 1
Common Stock Exchange Procedures. After the Effective Time, each holder of a certificate or certificates theretofore representing shares of issued and outstanding Common Stock (other than the Dissenting Shares and Excluded Shares) shall, upon the surrender of such certificates to the Exchange Agent, be entitled to receive in exchange therefor the amount of cash into which Common Stock theretofore represented by the certificate or certificates so surrendered shall have been converted as provided in Section 2.3.1, without interest and subject to any required withholding of taxes. The holder of a certificate that prior to the Merger represented issued and outstanding shares of Common Stock shall have no rights, after the Effective Time, with respect to such shares except to surrender the certificate in exchange for cash without interest thereon or, if applicable, to perfect the rights of appraisal as a holder of Dissenting Shares that such holder may have pursuant to the applicable provisions of 12 U.S.C. Section 215(b). As soon as practicable after the Effective Time, the Resultant Bank will send, or will cause the Exchange Agent to send, to each holder of Common Stock at the Effective Time a letter of transmittal for use in such exchange.
Sample 1
Common Stock Exchange Procedures. As soon as reasonably practicable after the Automatic Conversion Date and subject to the surrender provisions of this Section 2.2(b), the Common Stock Exchange Agent shall deliver to each holder of record of Ad-Vantage Capital Stock whose shares are converted pursuant to Section 2.1(c) into the right to receive shares of Parent Class M Preferred Stock a certificate representing that number of shares of Parent Common Stock which such holder has the right to receive upon the consummation of the Merger (after giving effect to the Related Transactions) and pursuant to the provisions of this Section 2. Upon surrender of an affidavit of ownership of Ad-Vantage Capital Stock to the Common Stock Exchange Agent, the holder of such Ad-Vantage Capital Stock shall be entitled to receive in exchange therefor a certificate representing that number of shares of Parent Common Stock which such holder has the right to receive upon the consummation of the Merger (after giving effect to the Related Transactions) and pursuant to the provisions of this Section 2, and the Ad-Vantage Capital Stock so tendered shall forthwith be deemed to be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any property to be received in the Merger.
Sample 1
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Related to Common Stock Exchange Procedures

  • Stock Exchange Listing The shares of Common Stock have been approved for listing on the NASDAQ Capital Market (the “Exchange”), and the Company has taken no action designed to, or likely to have the effect of, delisting the shares of Common Stock from the Exchange, nor has the Company received any notification that the Exchange is contemplating terminating such listing except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • New York Stock Exchange Listing Application has been made, and the Securities shall have been listed and admitted and authorized for trading, subject to official notice of issuance, on the New York Stock Exchange so that trading on such exchange will begin within 30 days after the date of this Agreement.

  • Stock Exchange Listings Parent shall use all reasonable efforts to list on the NYSE, upon official notice of issuance, the Paired Shares to be issued in connection with the Merger.

  • Obtaining Stock Exchange Listings The Company will from time to time take all commercially reasonable actions which may be necessary so that the Warrant Shares, immediately upon their issuance upon the exercise of Warrants, will be listed on the principal securities exchanges and markets within the United States of America, if any, on which other shares of Common Stock are then listed.

  • Stock Exchange Delisting Prior to the Closing Date, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the New York Stock Exchange to enable the delisting by the Surviving Corporation of the Shares from the New York Stock Exchange as promptly as practicable after the Effective Time and the deregistration of the Shares under the Exchange Act at the Effective Time.

  • Stock Exchange De-listing Prior to the Closing Date, the Company shall cooperate with Parent and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the NYSE to enable the delisting by the Surviving Corporation of the Shares from the NYSE and the deregistration of the Shares under the Exchange Act as promptly as practicable after the Effective Time.

  • Nasdaq Stock Market The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on The Nasdaq Stock Market (the “Nasdaq”), and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.

  • Stock Exchange Requirements; Applicable Laws Notwithstanding anything to the contrary in this Agreement, no shares of stock purchased upon exercise of the Option, and no certificate representing all or any part of such shares, shall be issued or delivered if (i) such shares have not been admitted to listing upon official notice of issuance on each stock exchange or other market upon which shares of that class are then listed or (ii) in the opinion of counsel to the Company, such issuance or delivery would cause the Company to be in violation of or to incur liability under any federal, state or other securities law, or any requirement of any stock exchange or other market listing agreement to which the Company is a party, or any other requirement of law or of any administrative or regulatory body having jurisdiction over the Company.

  • Nasdaq Until the consummation of a Business Combination, the Company will use its best efforts to maintain the listing of the Public Securities on Nasdaq or a national securities exchange acceptable to the Representative.

  • Stock Exchange Delisting; Deregistration Prior to the Closing Date, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of NASDAQ to enable the delisting by the Surviving Corporation of the Shares from NASDAQ and the deregistration of the Shares under the Exchange Act as promptly as practicable after the Effective Time.

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