Delivery of Evidence of Ownership. Prior to the Closing, Parent shall send a notice and transmittal form in substantially the form of EXHIBIT 2.4 hereto (individually, a "Letter of Transmittal" and collectively, the "LETTERS OF TRANSMITTAL") to each holder of a certificate or other documentation representing Outstanding INT'X.xxx Shares, other than Dissenting Shares, each holder of a certificate or other documentation representing Outstanding INT'X.xxx Shares, other than Dissenting Shares, will surrender such certificates or other documentation to Parent or its designee, and, if not previously delivered, (i) a duly executed counterpart of the Escrow Agreement, (ii) a duly executed Letter of Transmittal and (iii) such other duly executed documentation as may be reasonably required by Parent to effect a transfer of such shares, and upon such surrender and after the Effective Time each such holder will be entitled to receive promptly from Parent or its transfer agent certificates registered in the name of such holder representing the applicable number of Parent Merger Shares, and the cash (calculated pursuant to Section 2.6, which will be paid by check), to which such holder is entitled pursuant to the provisions of this Agreement, with a portion of such shares to be deposited in escrow pursuant to the Escrow Agreement, as provided in Section 2.2. The adoption of this Agreement by stockholders of INT'X.xxx will also constitute their approval of the terms and provisions of the Letter of Transmittal. In the event any certificates or instruments representing Outstanding INT'X.xxx Shares or Outstanding INT'X.xxx Options shall have been lost, stolen or destroyed, upon the making and delivery of an affidavit of that fact by the person claiming same to have been lost, stolen or destroyed and the posting by such person of a bonding such reasonable amount as Parent may direct as indemnity against any claim that would be made against Parent with respect to such certificate or instrument, Parent will issue in exchange for such lost, stolen or destroyed certificate or instrument the Parent Merger Shares and cash deliverable in respect thereof pursuant to this Agreement.
Delivery of Evidence of Ownership. At the Closing, each holder of a certificate or other documentation representing Outstanding Calogic Shares, other than Dissenting Shares, will surrender such certificates or other documentation to Parent, and, if not previously delivered, duly executed counterparts of this Agreement, the Escrow Agreement, the Investment Agreement (as defined below) and the Registration Rights Agreement (as defined below) and such other duly executed documentation as may be reasonably required by Parent to effect a transfer of such shares, and upon such surrender and at the Effective Time each such holder will be entitled to receive promptly after the Effective Time from Parent or its transfer agent certificates registered in the name of such holder representing the applicable number of Parent Merger Shares, and the cash (calculated pursuant to Section 2.6, which will be paid by check), to which such holder is entitled pursuant to the provisions of this Agreement, with a portion of such shares to be deposited in escrow pursuant to the Escrow Agreement, as provided in Section 2.2.
Delivery of Evidence of Ownership. As soon as practicable after an exercise hereunder, in whole or in part, the Company at its expense shall cause to be issued in the name of and delivered to Optionee book entry evidence of the number of duly authorized, fully paid, and non-assessable shares of Company Stock to which Optionee is entitled upon such exercise. All deliveries of evidence of ownership shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Company’s Stock is then listed, or any national securities exchange system upon whose system the Company’s Stock is then quoted, or any applicable federal, state or other securities law or other applicable corporate law. The Company may make such notations in book entry format as required or appropriate to reference such restrictions.
Delivery of Evidence of Ownership. At the Closing, each holder of a certificate or other documentation representing Outstanding Diamond Shares, other than Dissenting Shares, will surrender such certificates or other documentation to Parent, and, if not previously delivered, (i) a duly executed Letter of Transmittal, in form reasonably satisfactory to Parent and Diamond (collectively, the "Letters of Transmittal"), and (ii) such other duly executed documentation as may be reasonably required by Parent to effect a transfer of such shares, and upon such surrender and after the Effective Time, each 8 such holder will be entitled to receive promptly from Parent or its transfer agent certificates registered in the name of such holder representing the applicable number of Parent Merger Shares, and the cash (calculated pursuant to Section 2.5, which will be paid by check), to which such holder is entitled pursuant to the provisions of this Agreement. The approval of this Agreement by stockholders of Diamond will also constitute their approval of the terms and provisions of the Letters of Transmittal. In the event any certificates or instruments representing Outstanding Diamond Shares or Outstanding Diamond Options shall have been lost, stolen or destroyed, upon the making and delivery of an affidavit of that fact by the person claiming same to have been lost, stolen or destroyed and the posting by such person of a bonding in such reasonable amount as Parent may direct as indemnity against any claim that would be made against Parent with respect to such certificate or instrument, Parent will issue in exchange for such lost, stolen or destroyed certificate or instrument the Parent Merger Shares and cash deliverable in respect thereof pursuant to this Agreement.
Delivery of Evidence of Ownership. Deliver to Bank, at Bank's --------------------------------- reasonable request, within five (5) business days after Bank's request: (i) any and all evidence of ownership of Fixed Collateral, inclusive of any certificates of title or applications therefor, and (ii) accurate, itemized records, maintained to the best of Borrowers' ability, describing the kind, type, quantity and value of all Fixed Collateral, a summary of which shall be provided to Bank.
Delivery of Evidence of Ownership. At the Closing, the Stockholder --------------------------------- will deliver to Parent a certificate or other documentation representing all Outstanding Navigator Shares with duly executed counterparts of this Agreement, the Escrow Agreement and the Shareholder's Agreement (as defined below) and such other duly executed documentation as may be reasonably required by Parent to effect a transfer of such shares, and upon such surrender and at the Effective Time Stockholder will be entitled to receive from Parent or its transfer agent certificates registered in the name of such holder representing the applicable number of Parent Merger Shares, and the cash (which will be paid by check or wire transfer), to which such holder is entitled pursuant to the provisions of this Agreement, with a portion of such shares and cash to be deposited in escrow pursuant to the Escrow Agreement, as provided in Section 2.2. -----------
Delivery of Evidence of Ownership. At the Closing or promptly thereafter, each holder of a certificate or other documentation representing Outstanding NextPoint Preferred Shares or Outstanding NextPoint Common Shares, other than Dissenting Shares, will surrender such certificates and such other duly executed documentation as may be reasonably required by Parent to effect a transfer of such shares, and upon such surrender and after the Effective Time each such holder will be entitled to receive promptly from Parent or its transfer agent certificates registered in the name of such stockholder representing the applicable number of Parent Merger Shares, and the cash, without interest (calculated pursuant to Sections 2.1 and 2.6, which will be paid by check), to which such stockholder is entitled pursuant to the provisions of this Agreement, subject to a portion of such shares and cash to be deposited in escrow pursuant to the Escrow Agreement, as provided in Section 2.2. Pending such surrender and exchange, such NextPoint Preferred Shares or NextPoint Common Shares (other than Dissenting Shares) shall be deemed for all corporate purposes, by virtue of the Merger and without any action on the part of such stockholder thereof, to evidence only the right to receive certificates registered in the name of such holder representing the applicable number of Parent Merger Shares, and the cash, without interest (calculated pursuant to Sections 2.1 and 2.6, which will be paid by check), to which such stockholder is entitled pursuant to the provisions of this Agreement, subject to a portion of such shares and cash to be deposited in escrow pursuant to the Escrow Agreement, as provided in Section 2.2.
Delivery of Evidence of Ownership. At the Closing, each Shareholder will surrender certificates representing shares of CTN Common Stock to Interland, and duly executed counterparts of this Agreement, the Escrow Agreement and such other duly executed documentation as may be reasonably required by Interland to effect a transfer of such shares, and upon such surrender and after the Effective Time each such holder will be entitled to receive promptly from Interland or its transfer agent certificates registered in the name of such holder representing the applicable number of Merger Shares to which such holder is entitled pursuant to the provisions of this Agreement, with a portion of such shares to be deposited in escrow pursuant to the Escrow Agreement, as provided in Section 2.2.
Delivery of Evidence of Ownership. At the Closing, each holder of a certificate or other documentation representing Deemed Outstanding DA Shares, other than Dissenting Shares, will surrender such certificates or other documentation to Delano, and, if not previously delivered, duly executed counterparts of this Agreement, the Escrow Agreement, the Investment Agreement (as defined below) and the Registration Rights Agreement (as defined below) and such other duly executed documentation as may be reasonably required by Delano to effect a transfer of such shares, and upon such surrender and after the Effective Time each such holder will be entitled to receive promptly from Delano or its transfer agent certificates registered in the name of such holder representing the applicable number of Delano Merger Shares and the applicable amount of the Delano Merger Cash, and the cash in lieu of fractional shares (calculated pursuant to Section 2.6), to which such holder is entitled pursuant to the provisions of this Agreement, with a portion of such shares and cash to be deposited in escrow pursuant to the Escrow Agreement, as provided in Section 2.2.
Delivery of Evidence of Ownership. At the Closing, each holder of --------------------------------- a certificate or other documentation representing Outstanding Excell Shares, other than Dissenting Shares, will surrender such certificates or other documentation to Cambridge, and, if not previously delivered, duly executed counterparts of this Agreement, the Escrow Agreement, the Investment Agreement (as defined below) and the Registration Rights Agreement (as defined below) and such other duly executed documentation as may be reasonably required by Cambridge to effect a transfer of such shares, and upon such surrender and after the Effective Time each such holder will be entitled to receive promptly from Cambridge or its transfer agent certificates registered in the name of such holder representing the applicable number of Cambridge Merger Shares, and the cash (calculated pursuant to Section 2.6, which will be paid by check), to which such holder is entitled pursuant to the provisions of this Agreement, with a portion of such shares to be deposited in escrow pursuant to the Escrow Agreement, as provided in Section 2.2. Execution and delivery of this Agreement, the Escrow Agreement, the Investment Agreement and the Registration Rights Agreement within 30 days after the Effective Time will be a condition precedent to the issuance of the Cambridge Merger Shares and cash to each Excell stockholder otherwise entitled thereto. 2.5
