Company Stock Certificates. From and after the Effective Time, all of the certificates representing the Company Shares shall be deemed to be no longer outstanding, not be transferable on the books of the Surviving Corporation, and represent solely the right to receive the portion of the Merger Consideration payable with respect to such Company Shares pursuant to this Article II.
Company Stock Certificates. OASIS shall have delivered to the LLC ertificates for the Company Shares as provided in Section 1.4 hereof.
Company Stock Certificates. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to deliver to each holder of record of a Company Stock Certificate (i) a notice advising such holder of the effectiveness of the Merger, (ii) a letter of transmittal (which shall specify that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Company Stock Certificates shall pass only upon proper delivery of the Company Stock Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, and which shall be in the form and have such other provisions as are reasonably acceptable to Parent) and (iii) instructions (which instructions shall be in the form and have such other provisions as are reasonably acceptable to Parent) for use in effecting the surrender of the Company Stock Certificates in exchange for (A) the number of shares of Parent Common Stock (which shall be in book-entry form) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Company Stock Certificates pursuant to Section 1.5 and (B) any dividends or other distributions payable pursuant to Section 1.7(c).
Company Stock Certificates. “Company Stock Certificates” shall have the meaning set forth in Section 1.8(b).
Company Stock Certificates. As soon as practicable following the date of this Agreement, Parent will cause the Paying Agent to send to the holders of Company Capital Stock: (i) a Letter of Transmittal and a Subscription Agreement, (ii) instructions for use in effecting the surrender of certificates in electronic form representing shares of Company Capital Stock (each, a “Company Stock Certificate”) and (iii) an Accredited Investor Questionnaire, in exchange for payment of the portion of the Merger Consideration and Additional Merger Consideration that such holder has the right to receive pursuant to Section 2.02(d). Upon surrender of each Company Stock Certificate held by such holder in electronic form to the Company or the Paying Agent for exchange at least one (1) Business Day prior to the Closing Date, together with a validly and duly executed Letter of Transmittal and Subscription Agreement, and any other customary documents that the Paying Agent may reasonably require in connection therewith, Parent shall, on the Closing Date, cause the Paying Agent to pay to the holder of such Company Stock Certificate the portion of the Closing Merger Consideration that such holder has the right to receive pursuant to Section 2.02(d) in accordance with Section 2.05(a), Section 2.05(b) and Section 2.05(c). With respect to each Company Stock Certificate not surrendered by a holder, together with a validly and duly executed Letter of Transmittal and Subscription Agreement, prior to the Closing Date, the Paying Agent shall hold any portion of the Closing Merger Consideration and Additional Merger Consideration payable hereunder to such holder until such time as such holder surrenders such Company Stock Certificate and a validly and duly executed Letter of Transmittal to the Paying Agent. After the Closing, each such holder that surrenders and exchanges such holder’s Company Stock Certificates and delivers a validly and duly executed Letter of Transmittal and Subscription Agreement to the Paying Agent shall be paid his, her or its portion of the Closing Merger Consideration that such holder has the right to receive pursuant to Section 2.02(d) in accordance with Section 2.05(a). Until surrendered as contemplated by this Section 2.06, each share represented by a Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the portion of the Closing Merger Consideration and the Additional Merger Consideration, due hereunder in respect of such sha...
Company Stock Certificates. The Shareholders shall deliver the Company Stock Certificates, as provided in ARTICLE I.
Company Stock Certificates. Section 2.05 Conflict......................................................................................Section 3.05 Consent of Conversion of Preferred Stock...................................................Section 3.03(b) Contingent Escrow Agent................................................................Section 2.06(b)(ii) Contingent Escrow Agreement............................................................Section 2.06(b)(ii) Contingent Exchange Ratio.............................................................Section 2.05(c)(iii) Contract...................................................................................Section 3.17(b) Customer Information.......................................................................Section 3.15(d) Delaware Law..................................................................................Section 2.01
Company Stock Certificates. Within seven (7) days after the Closing Date, each Shareholder shall deliver to Xxxx Xxxxxxxxx, as escrow agent, certificates evidencing their issued and outstanding shares of the Company stock (the "Certificates"), duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank and a duly executed Shareholder Tender Agreement in substantially the form set forth in Schedule 2.3.1.
Company Stock Certificates. The Stockholders shall, on the Closing Date, deliver to the Buyer certificates evidencing the Jamixx Xxxres, duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank. The Jamixx xxxtificates shall hereinafter be collectively known as the "Certificates."
Company Stock Certificates. The Shareholders shall deliver to Buyer on the Closing Date, the updated share transfer register of the Company (the “Share Transfer Register”) and the updated Shareholders’ accounts (the “Shareholders’ Accounts”) evidencing that the shares representing the Company Stock are free and clear of all Liens and are transferred, as of the Closing, to Buyer.
