Effect of Deemed Exchange of Subscription Receipts Sample Clauses

Effect of Deemed Exchange of Subscription Receipts. Upon the exchange of the Subscription Receipts in accordance with Section 4.1, the Persons to whom the Shares and Warrants are to be issued will automatically become the holder or holders of record thereof (without any action on the part of such Person, including the surrender of any Subscription Receipt Certificate), on the Escrow Release Date, unless the transfer registers for the Shares and Warrants are closed on that date, in which case such Share and Warrants will be issued and such Person or Persons will automatically become the holder or holders of record thereof on the date on which such transfer registers are reopened, but such Units will be issued on the basis of the number of Shares and Warrants to which such Persons were entitled on the Effective Date, notwithstanding that definitive certificates may not yet have been issued or entered.
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Effect of Deemed Exchange of Subscription Receipts. (a) Entered onto Registrar of Holders: Upon the exchange of the Subscription Receipts in accordance with Section 4.01, the Persons to whom Common Shares are to be issued will automatically become the holder or holders of record thereof (without any action on the part of such Person, including the surrender of any Subscription Receipt Certificate), on the Effective Date, unless the transfer registers for the Common Shares are closed on that date, in which case such Common Shares will be issued and such Person or Persons will automatically become the holder or holders of record thereof on the date on which such transfer registers are reopened, but such Common Shares will be issued on the basis of the number of Common Shares to which such Persons were entitled on the Effective Date, notwithstanding that definitive certificates or an uncertificated electronic position of the Depository may not yet have been issued or entered, as the case may be. Unless the Company or Leviathan, as applicable, otherwise determines, in its sole discretion, the Common Shares which are issued to holders of Subscription Receipts upon the exchange of Subscription Receipts pursuant to Section 4.01 hereof will be issued by the Company only in uncertificated form and shall be issued in the name of such holder.
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Effect of Deemed Exchange of Subscription Receipts. (1) Upon the deemed exchange of the Subscription Receipts in accordance with section 4.1, the persons acquiring Common Shares, Warrants and Rights shall forthwith be entered onto the register of holders of Common Shares, Warrants and Rights to be maintained by the Corporation and such Common Shares, Warrants and Rights shall be deemed to have been issued, and the persons to whom such securities are issued shall be deemed to have become the holders of record of Common Shares, Warrants and Rights on the Exchange Date. The register for the Common Shares, Warrants and Rights will include the names and addresses of the persons who hold such securities and the number of Common Shares, Warrants and Rights held by each of them.
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Related to Effect of Deemed Exchange of Subscription Receipts

  • Conversion and Exchange of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Parent, the Company or any stockholder of the Company:

  • Exchange of the Warrant upon a Transfer On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, the Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities issuable upon exercise of the rights under this Warrant) must be surrendered to the Company or its warrant or transfer agent, as applicable, as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities represented hereby.

  • Effect of the Merger on Capital Stock Exchange of Certificates Equity-Based Awards

  • Transfer and Exchange of Warrants The Warrant Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, such Warrant Holder shall also provide the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be required.

  • Assignment; Exchange of Warrant Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "Transferor Endorsement Form") and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant.

  • Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities (a) The Depositary shall not tender any Deposited Securities in response to any voluntary cash tender offer, exchange offer or similar offer made to holders of Deposited Securities (a “Voluntary Offer”), except when instructed in writing to do so by an Owner surrendering American Depositary Shares and subject to any conditions or procedures the Depositary may require.

  • Transfer and Exchange of Call Warrants Upon surrender of any Call Warrant for registration of transfer or for exchange to the Warrant Agent, the Warrant Agent shall (subject to compliance with Article II) execute and deliver, and cause the Trustee, on behalf of the Trust, to execute and deliver, in exchange therefor, a new Call Warrant of like tenor and evidencing a like whole number of Call Warrants, in the name of such Warrant Holder or as such Warrant Holder (upon payment by such Warrant Holder of any applicable transfer taxes or government charges) may direct; provided that as a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Investment Letter (set forth as Exhibit C to the Series Supplement).

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