Conversion and Exchange Procedures Sample Clauses

Conversion and Exchange Procedures. (a) As promptly as practicable, but in no event more than ten (10) Business Days after the Closing Date, the Exchange Agent shall distribute from the Exchange Fund: (i) to each Certificate Subscriber, a contribution certificate, in the face amount set forth on the Certificate Distribution List, as the contribution certificate required to be delivered to such Certificate Subscriber in connection with the Conversion; (ii) to each Cash Subscriber, a check or wire transfer for funds, in the amount set forth on the Cash Distribution List, as the cash payment required to be paid to such Cash Subscriber in connection with the Conversion; (iii) to each Non-Electing Stock Subscriber, a book entry registration representing the number of uncertificated shares of NORCAL Common Stock issued to such Stock Subscriber in connection with the Conversion; and (iv) to each Stock Subscriber who is a Selling Stockholder, a check or wire transfer for funds, in an amount equal to the Fixed PRA Consideration payable to such Selling Stockholder in exchange for the sale of such Selling Stockholder’s NORCAL Common Stock to PRA Professional, as set forth on the Selling Stockholder Distribution List. (b) Any other provision of this Agreement notwithstanding, neither PRA nor the Exchange Agent shall be liable to a Policyholder, Cash Subscriber, Selling Stockholder or Non-Electing Stock Subscriber for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property law.
Sample 1
AutoNDA by SimpleDocs
Conversion and Exchange Procedures. (a) Prior to the Effective Time, Medmarc shall deliver to the Conversion Agent and PRA a complete and correct copy of the Plan of Conversion as approved by the Commissioner and the Eligible Members, and Medmarc shall deliver to the Conversion Agent the certificate(s) to be dated as of the date of the Effective Time for the Shares registered in the name of PRA Professional. (b) Prior to the Effective Time, PRA shall cause PRA Professional to deposit in trust with the Conversion Agent for the benefit of the Eligible Members receiving cash pursuant to the Plan of Conversion, cash in the amount of the Cash Consideration (the “Conversion Fund”), for distribution to such Eligible Members in accordance with this Agreement and the Plan of Conversion. The cash deposited with the Conversion Agent pursuant to this Section 3.2(b) shall be held in cash and cash equivalents. (c) No less than thirty (30) calendar days prior to the Effective Time, Medmarc shall provide to the Conversion Agent and PRA (i) a list setting forth the (A) names and addresses of each of the Eligible Members, (B) amount of the cash payment that each of the Eligible Members is entitled to receive under the Plan of Conversion (the “Distribution List”) and (ii) forms of the Consideration Notices. (d) On the Closing Date, the Conversion Agent shall deliver to PRA Professional the certificates for the Shares. As promptly as practicable, but in no event more than ten (10) Business Days after the Closing Date, the Conversion Agent shall distribute to each Eligible Member (i) the cash in the Conversion Fund, in the form of a check for good funds, in the amount set forth on the Distribution List and required to be paid to such Eligible Member in exchange for such Member’s Membership Interest pursuant to the Plan of Conversion and (ii) a notice setting forth the method by which the amount of such cash, and with respect to each Eligible Member the amount of Policyholder Renewal Credits to be credited to such Eligible Member and payable in accordance with the Plan of Conversion was or will be derived from such Eligible Member’s allocation of the Purchase Price and, in the case of the Policyholder Renewal Credits, when such Policyholder Renewal Credits will be distributed (the “Consideration Notices”). (e) Any other provision of this Agreement notwithstanding, neither PRA nor the Conversion Agent shall be liable to an Eligible Member for any amounts paid or property delivered in good faith to a public officia...
Sample 1
Conversion and Exchange Procedures. 24 4.8 Payment of the Contingent PRA Consideration ....................................................24 4.9
Sample 1

Related to Conversion and Exchange Procedures

  • Exchange Procedures Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6.

  • Transfer and Exchange When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!