Common use of Deposit of Rollover Shares Clause in Contracts

Deposit of Rollover Shares. Not later than three (3) Business Days prior to the consummation of the Offer, Transferor and any agent of the Transferor holding certificates evidencing any Rollover Shares (including without limitation, any broker holding securities in “street name”) shall deliver or cause to be delivered to Holdings all certificates representing Rollover Shares in such Persons’ possession, (a) duly endorsed for transfer or (b) with executed stock powers, both reasonably acceptable in form to Holdings and sufficient to transfer such shares to Holdings, for disposition in accordance with the terms of this Agreement, or if any of the Rollover Shares are uncertificated, then Transferor shall deliver or cause to be delivered to Holdings instructions addressed to the Company or the Company’s transfer agent, as applicable, providing for the transfer of such Rollover Shares as set forth in this Agreement (the “Share Documents”). The Share Documents shall be held in escrow by Holdings or any agent authorized by Holdings until the Contribution Closing.

Appears in 6 contracts

Samples: Contribution and Assignment Agreement (WndrCo Holdings, LLC), Contribution and Assignment Agreement (WndrCo Holdings, LLC), Contribution and Assignment Agreement (WndrCo Holdings, LLC)

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Deposit of Rollover Shares. Not later than three (3) Business Days prior to the consummation of the Offer, Transferor and any agent of the Transferor holding certificates evidencing any Rollover Shares (including without limitation, any broker holding securities in "street name") shall deliver or cause to be delivered to Holdings all certificates representing Rollover Shares in such Persons' possession, (a) duly endorsed for transfer or (b) with executed stock powers, both reasonably acceptable in form to Holdings and sufficient to transfer such shares to Holdings, for disposition in accordance with the terms of this Agreement, or if any of the Rollover Shares are uncertificated, then Transferor shall deliver or cause to be delivered to Holdings instructions addressed to the Company or the Company’s 's transfer agent, as applicable, providing for the transfer of such Rollover Shares as set forth in this Agreement (the "Share Documents"). The Share Documents shall be held in escrow by Holdings or any agent authorized by Holdings until the Contribution Closing.

Appears in 1 contract

Samples: Contribution and Assignment Agreement (Loeb Holding CORP)

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