DELIVERY OF FUNDS; SURRENDER OF CERTIFICATES Sample Clauses

DELIVERY OF FUNDS; SURRENDER OF CERTIFICATES. (a) At the Effective Time, upon surrender by each Shareholder to the Surviving Corporation of the certificate(s) which, immediately prior to the Effective Time, represented Merger Shares, such Shareholder shall, from and after the Effective Time in accordance with the provisions hereof, be entitled to receive in exchange therefor the cash and/or securities which such Shareholder is entitled to receive pursuant to Section 2.1(c)(iii) above. Any such cash amount shall be paid immediately upon surrender of certificate(s) representing Merger Shares by the Surviving Corporation or its designee in immediately available funds by check or wire transfer to an account designated by such Shareholder to Acquisition Sub not later than three Business Days prior to the Closing. If such Shareholder is to receive securities, such securities shall be issued by Parent and delivered at the Closing immediately upon surrender of certificate(s) representing Merger Shares. No interest will be paid or will accrue on the Per Share Cash Amount payable upon the surrender of any certificates representing Merger Shares; provided that if the Per Share Cash Amount is not paid by the Surviving Corporation or its designee promptly upon surrender of certificate(s) representing Merger Shares, then interest will be paid on such unpaid amount at the rate of 5% per annum upon demand of such Shareholder. Until surrendered as contemplated by this Section 2.2 and the Certificate of Merger, each certificate representing Merger Shares shall be deemed, at and after the Effective Time, to represent only the right to receive upon such surrender cash or securities, if any, as contemplated by this Section 2, the Certificate of Merger and the Delaware Statute. (b) Immediately after the Effective Time, Parent shall file the Certificate of Designation with the Secretary of State of the State of Delaware.
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
DELIVERY OF FUNDS; SURRENDER OF CERTIFICATES. (a) At the Effective Time, upon surrender by the Shareholders to the Surviving Corporation of the certificates which, immediately prior to the Effective Time, represented Shares, the Surviving Corporation shall deposit with the Transfer Agent for the benefit of the holders of the Shares, for payment in accordance with this Article II, the funds necessary to pay the Merger Consideration (taking into consideration the MTL Stock and subject to any setoffs as set forth in Section 7.3(g) or Section 7.3(h)).
Sample 1Sample 2Sample 3
DELIVERY OF FUNDS; SURRENDER OF CERTIFICATES. (a) On the Closing Date, the Parent, upon surrender by each stockholder of Holdings of the certificate(s), if any, (each, a “Certificate”) that, or a lost certificate affidavit, immediately prior to the Effective Time, representing the Shares held by such stockholder and a letter of transmittal provided by the Company and reasonably acceptable to the Parent, shall, contemporaneously with the filing of the Certificate of Merger, wire transfer (or by check for amounts below $25,000 or if such stockholder shall not have provided wire transfer instructions) in immediately available funds to each such stockholder in exchange therefor upon the Closing the cash amount due such stockholder in accordance with Section 2.5(c)(i) hereof. Each stockholder of Holdings shall designate a bank account to the Parent to receive such funds not later than two (2) Business Days prior to the Closing Date. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such lost, stolen or destroyed Certificate and an agreement to indemnify the Parent and its Affiliates in a form reasonably satisfactory to the Parent, the Parent shall pay the amount to which such stockholder is otherwise entitled pursuant to this Section 2.7(a). No interest shall be payable on any cash deliverable upon the exchange of any Holdings Common Stock or Vested Options.
Sample 1
DELIVERY OF FUNDS; SURRENDER OF CERTIFICATES. (a) At the Effective Time Newco shall deposit with the Transfer Agent for the benefit of the holders of the Merger Shares, for payment in accordance with this Article II, the funds necessary to pay the Merger Consideration for each Merger Share.
Sample 1
DELIVERY OF FUNDS; SURRENDER OF CERTIFICATES. (a) At the Effective Time, upon surrender by each Stockholder to the Surviving Corporation of (i) the certificate(s) which, immediately prior to the Effective Time, represented Merger Shares (each a “Certificate”) or (ii) an affidavit of loss with respect thereto, as applicable, such Stockholder shall, from and after the Effective Time in accordance with the provisions hereof, be entitled to receive in exchange therefor the cash and securities which such Stockholder is entitled to receive pursuant to Sections 2.1(c) and 2.4, as applicable. Upon surrender of a Certificate or an affidavit of loss to the Surviving Corporation, the Buyer shall, or shall cause the Surviving Corporation to, promptly deliver the Merger Consideration from time to time that such holder has the right to receive. Shares of Company Stock represented by a Certificate so surrendered or with respect to which an affidavit of loss has been delivered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2 and the Certificate of Merger, each Certificate shall be deemed, at and after the Effective Time, to represent only the right to receive upon such surrender securities as contemplated by this ARTICLE II, the Certificate of Merger and the DGCL.
Sample 1
DELIVERY OF FUNDS; SURRENDER OF CERTIFICATES. At the Effective Time, upon the surrender to the Surviving Corporation of the certificate or certificates which, immediately prior to the Effective Time, represented the Merger Shares, the Shareholder shall, from and after the Effective Time, in accordance with the provisions hereof, be entitled to receive in exchange for the Merger Shares so surrendered (i) an amount in cash equal to the Merger Cash Consideration and (ii) a certificate representing the Holdings Shares (of which the Contingent Shares shall be subject to forfeiture as provided in SECTION 1.10 below). ------------
Sample 1
DELIVERY OF FUNDS; SURRENDER OF CERTIFICATES. At the Effective Time, upon (a) surrender by each Shareholder to the Surviving Corporation of the certificate(s) which, immediately prior to the Effective Time, represented Merger Shares and (b) execution of a Restricted Stock Agreement, such Shareholder shall, from and after the Effective Time in accordance with the provisions hereof, be entitled to receive in exchange therefor (x) an amount in cash equal to the product obtained by multiplying the Per Merger Share Cash Amount by the number of Merger Shares surrendered by such Shareholder, such amount to be paid promptly by the Surviving Corporation or its designee by check or wire transfer to an account designated by such Shareholder to Acquisition Sub not later than three Business Days prior to the Closing and (y) a stock certificate, registered in the name of such Shareholder, representing that number of shares of Parent Common Stock equal to the product obtained by multiplying the Per Merger Share Stock Equivalent by the number of Merger Shares surrendered by such Shareholder. No interest will be paid or will accrue on the Per Merger Share Amount payable upon the surrender of any certificates representing Merger Shares. Until surrendered as contemplated by this Section 2.2 and the Articles of Merger, each certificate representing Merger Shares shall be deemed, at and after the Effective Time, to represent only the right to receive upon such surrender cash and securities as contemplated by this Section 2, Section 3.2, the Articles of Merger and the Arizona Statute.
Sample 1
AutoNDA by SimpleDocs
DELIVERY OF FUNDS; SURRENDER OF CERTIFICATES. At the Closing, upon surrender by each Shareholder to Holding of the certificates which, immediately prior to the Closing, represent Shares, the Buyer shall pay to each such Shareholder the Per Share Closing Amount for each Share, by wire transfer to an account designated by such Shareholder to the Buyer not later than three Business Days prior to the Closing Date.
Sample 1

Related to DELIVERY OF FUNDS; SURRENDER OF CERTIFICATES

  • Surrender of Certificates 4 1.8 No Further Ownership Rights in Company Common Stock........6 1.9 Lost, Stolen or Destroyed Certificates.....................6 1.10

  • Delivery of Certificates Upon the exercise of the Option, in whole or in part, the Company shall deliver or cause to be delivered one or more certificates representing the number of shares purchased against full payment therefor. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 3.3.

  • Payment for Securities Surrender of Certificates (a) Paying Agent At or prior to the Effective Time, Parent shall designate a reputable bank or trust company to act as the paying agent (the identity and terms of designation and appointment of which shall be reasonably acceptable to the Company) for purposes of delivering or causing to be delivered to each holder of Company Shares, the Merger Consideration that such holder shall become entitled to receive with respect to such holder’s Company Shares pursuant to this Agreement (the “Paying Agent”). Parent shall pay, or cause to be paid, the fees and expenses of the Paying Agent. At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash in immediately available funds in an amount sufficient for the Paying Agent to distribute the Merger Consideration to which holders of Company Shares shall be entitled at the Effective Time pursuant to this Agreement. In the event such deposited funds are insufficient to make the payments contemplated pursuant to Section 2.1, Parent shall promptly deposit, or cause to be deposited, with the Paying Agent such additional funds to ensure that the Paying Agent has sufficient funds to make such payments. Such funds shall be invested by the Paying Agent as directed by Parent, pending payment thereof by the Paying Agent to the holders of the Company Shares; provided, however, that any such investments shall be in obligations of, or guaranteed by, the United States government or rated A-1 or P-1 or better by Xxxxx’x Investor Service, Inc. or Standard & Poor’s Corporation, respectively. Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of Company Shares.

  • Delivery of Certificate A certificate of a Lender or an Issuing Bank setting forth the amount or amounts in good faith necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.15 shall be delivered to the Parent Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

  • Delivery of Certificate Upon Conversion Not later than two (2) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates representing the Conversion Shares which, on or after the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information and the Company has received an opinion of counsel to such effect reasonably acceptable to the Company (which opinion the Company will be responsible for obtaining) shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of this Debenture, and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). All certificate or certificates required to be delivered by the Company under this Section 4(d) shall be delivered electronically through the Depository Trust Company or another established clearing corporation performing similar functions. If the Conversion Date is prior to the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information the Conversion Shares shall bear a restrictive legend in the following form, as appropriate: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” Notwithstanding the foregoing, commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information requirements, the Company, upon request of the Holder, shall obtain a legal opinion to allow for such sales under Rule 144.

  • Delivery of Certificate and New Warrant Promptly after Holder exercises or converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired.

  • Delivery of Certificates Upon Exercise Certificates for shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise and Rule 144 is available, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $10 per Trading Day (increasing to $20 per Trading Day after the fifth (5th) Trading Day) after the Warrant Share Delivery Date for each $1,000 of Exercise Price of Warrant Shares for which this Warrant is exercised which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.

  • Form of Payment; Delivery of Certificates (i) The Purchaser shall pay the Purchase Amount payable under the Note by delivering immediately available good funds in United States Dollars to the Company on the applicable Closing Date.

  • DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.

  • Authentication and Delivery of Certificates The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has executed, authenticated and delivered, to or upon the order of the Depositor, the Certificates in authorized denominations evidencing the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the best of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

Time is Money Join Law Insider Premium to draft better contracts faster.