Common use of Exchange Agent and Exchange Procedures Clause in Contracts

Exchange Agent and Exchange Procedures. Prior to the First Closing, Parent shall enter into an exchange agent agreement with an exchange agent (the “Exchange Agent”) to act as exchange agent, registrar and transfer agent for the purpose of exchanging Certificates or Book-Entry Shares, other than Excluded Shares, for the Per Share Merger Consideration applicable thereto. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, Parent shall issue, or cause to be issued, to each holder of record of a Certificate or Book-Entry Share that immediately prior to the Effective Time represented outstanding Shares (other than Excluded Shares), pursuant to such documentation and procedures as Parent shall determine, that number of Parent Common Shares (which shall be in uncertificated book-entry form through a direct registration system maintained by Parent, except to the extent that a Purchaser Transaction Party requests in writing delivery of a Certificate), that such holder has the right to receive pursuant to the provisions of this Article IV, and each Certificate or Book-Entry Share (other than Excluded Shares) shall be canceled at the Effective Time. In the event of a transfer of ownership of Shares (other than Excluded Shares) that is not registered in the transfer records of the Company, the proper number of Parent Common Shares may be issued to a Person other than the Person in whose name the Certificate or Book-Entry Share so surrendered is registered if such Certificate or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of Parent Common Shares to a Person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Until exchanged as contemplated by this Section 4.2(a), each Certificate and Book-Entry Share (other than Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such exchange the Per Share Merger Consideration, which the holder thereof has the right to receive in respect of such Certificate or Book-Entry Share pursuant to the provisions of this Agreement. No interest shall be paid or will accrue on the Per Share Merger Consideration.

Exchange Agent and Exchange Procedures. (a) Prior to the First Closing, Parent shall enter into an exchange agent agreement with an exchange agent (the “Exchange Agent”) to act as exchange agent, registrar and transfer agent for the purpose of exchanging Certificates or Book-Entry Shares, other than Excluded Shares, for the Per Share Merger Consideration applicable thereto. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following at the Effective Time, Parent shall issue, deposit or cause to be issueddeposited with Equiniti Trust Company (as exchange agent, to the “Exchange Agent”), in trust for the benefit of the holders of Ordinary Shares, issuable upon due surrender by each holder of record a certificate representing any such Ordinary Shares (a “Certificate”) (or effective affidavits of a Certificate loss or Bookstock cancellation and destruction certificate, in the form provided by Ambrx, in lieu thereof) or upon cancellation of any non-Entry Share that certificated Ordinary Shares represented in book-entry form immediately prior to the Effective Time represented outstanding (“Book-Entry Shares”) pursuant to the provisions of this Section 1.9 (the “Exchange Fund”). (b) Each holder of Ordinary Shares, upon surrender of a Certificate (or effective affidavit of loss or stock cancellation and destruction certificate, in the form provided by Ambrx, in lieu thereof with respect to certificated Ordinary Shares) or upon cancellation of Book-Entry Shares and delivery of such other documents as may reasonably be required by the Exchange Agent (other than Excluded including with respect to Book-Entry Shares), pursuant will be entitled to such documentation and procedures as Parent shall determine, that receive in exchange therefor the number of Parent Common Shares (which shall be Stock representing, in uncertificated book-entry form through a direct registration system maintained by Parentthe aggregate, except to the extent that a Purchaser Transaction Party requests in writing delivery whole number of a Certificate)Parent Common Stock, from the Exchange Fund, that such holder has the right to receive pursuant to the provisions Conversion. Any and all Parent Common Stock delivered in accordance with this Section 1.9(b) shall be uncertificated and shall be registered in book-entry form. The amounts as reflected in the immediately preceding sentence shall be delivered as promptly as practicable after receipt by the Exchange Agent of this Article IVthe Certificate (or effective affidavit of loss or stock cancellation and destruction certificate, and each Certificate in the form provided by Ambrx, in lieu thereof with respect to certificated Ordinary Shares) or any applicable documentation with respect to the surrender of Book-Entry Share (other than Excluded Shares) shall be canceled at , in accordance with the Effective Time. In the event of a transfer of ownership of Shares (other than Excluded Shares) that is not registered in the transfer records of the Company, the proper number of Parent Common Shares may be issued to a Person other than the Person in whose name the Certificate or Book-Entry Share so surrendered is registered if such Certificate or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of Parent Common Shares to a Person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicableforegoing. Until exchanged as contemplated by this Section 4.2(a)so surrendered, each such Certificate and Book-Entry Share (other than Excluded Shares) shall be deemed at any time shall, after the Effective Time to Time, represent for all purposes only the right to receive upon such exchange Parent Common Stock. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the Per Share Merger Consideration, which account of the Persons entitled thereto. (c) Parent will direct the Exchange Agent to determine the number of whole shares and fractional shares of Parent Common Stock allocable to each holder thereof has the right of Ordinary Shares entitled to receive in respect of such Certificate or Book-Entry Share Parent Common Stock pursuant to the provisions Conversion, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of this Agreementeach holder of Ordinary Shares who otherwise would be entitled to receive fractional share interests and to distribute to each such holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer taxes. No interest shall The costs and expenses of such sale and distribution, including brokers fees and commissions will be paid or will accrue by Xxxxxx. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Exchange Agent. None of the Parties nor the Exchange Agent shall guarantee any minimum sale price for the fractional shares of Parent Common Stock. None of the Parties shall pay any interest on the Per Share Merger Considerationproceeds from the sale of fractional shares. The Exchange Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares.

Exchange Agent and Exchange Procedures. Prior to the First Closing(A) Purchaser shall designate StockTrans, Parent shall enter into an exchange agent agreement with an exchange agent (the “Exchange Agent”) Inc. to act as exchange agent, registrar agent and transfer paying agent for the purpose exchange of exchanging Certificates or Book-Entry Shares, other than Excluded Shares, the certificates representing shares of Company Common Stock and Series B Preferred Stock for the Per Share Merger Consideration applicable theretoupon surrender of the certificates for the Company Common Stock or Series B Preferred Stock (the "Exchange Agent"). Purchaser will, on or prior to the Effective Time, deposit with the Exchange Agent the Merger Consideration to be paid in respect of the Company Common Stock, Company Series B Preferred Stock and Company Derivative Securities. (B) As soon as reasonably practicable after the Effective Time and in any event not later than Date, the fifth (5th) Business Day following the Effective Time, Parent Exchange Agent shall issue, mail or cause to be issued, mailed to each person who was a holder of record of shares of the Company Common Stock or Company Series B Preferred Stock, as the case may be, immediately prior to the Effective Time: (i) a Certificate letter of transmittal; and (ii) instructions for use in effecting the surrender of the certificates representing the Company Common Stock held by such holder (the "Common Stock Certificates") nominally representing the Company Common Stock; or Book-Entry Share that (iii) instructions for use in effecting the surrender of the certificates representing the Company Series B Preferred Stock held by such holder (the "Series B Preferred Stock Certificates") nominally representing the Company Series B Preferred Stock. (C) The Merger Consideration will be delivered to holders of Common Stock Certificates and holders of Series B Preferred Stock Certificates only upon such holder's delivery to the Exchange Agent of: (i) properly completed and duly executed transmittal materials as described in SECTION 2.03(B) (in the form provided by the Exchange Agent); and (ii) the certificates representing all of such shares of Company Common Stock or Series B Preferred Stock, as the case may be, or an indemnity in form and substance satisfactory to the Purchaser and the Exchange Agent, in their reasonable judgment, if any of such certificates are lost, stolen or destroyed. Promptly after such delivery, the Exchange Agent shall mail its check to the address specified by the holder in the letter of transmittal in the aggregate amount of the Common Stock Merger Consideration for the number of shares of Company Common Stock held by such holder immediately prior to the Effective Time represented outstanding Shares (other than Excluded Shares), pursuant to such documentation and procedures as Parent shall determine, that or the aggregate amount of the Preferred Stock Merger Consideration for the number of Parent Common Shares (which shall be in uncertificated book-entry form through a direct registration system maintained shares of Company Series B Preferred Stock held by Parent, except to the extent that a Purchaser Transaction Party requests in writing delivery of a Certificate), that such holder has the right immediately prior to receive pursuant to the provisions of this Article IV, and each Certificate or Book-Entry Share (other than Excluded Shares) shall be canceled at the Effective Time. In No interest will be paid or shall accrue on the event Merger Consideration payable upon surrender of any such certificates. The Exchange Agent shall prepare and mail to each holder to whom Merger Consideration has been sent the appropriate Form 1099B. (D) Any amount of the Merger Consideration that remains undistributed to the holders of the Company Common Stock and the Company Series B Preferred Stock for a transfer period of ownership six (6) months after the Effective Time shall be delivered to Purchaser by the Exchange Agent upon demand, and any former stockholders of Shares the Company who have not previously complied with this SECTION 2.03 shall thereafter look only to Purchaser for payment of their claim for the Merger Consideration. (other than Excluded SharesE) that is not registered in Neither the transfer records Exchange Agent, nor any of the Company, Acquisition Sub or Purchaser shall be liable to any holder of shares of the proper number Company Common Stock or the Company Series B Preferred Stock with respect to any amount of Parent Common Shares may be issued the Merger Consideration delivered to a Person other than public official pursuant to any applicable abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree. (F) At the Person in whose name Effective Time, the Certificate or Book-Entry Share so surrendered is registered if such Certificate or Book-Entry Share stock transfer books of the Company shall be properly endorsed or otherwise be in proper form for closed and no transfer and the Person requesting such issuance shall pay any transfer or other Taxes required by reason of shares of the issuance of Parent Company Common Shares to a Person other than the registered holder of such Certificate Stock or Book-Entry Share or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Until exchanged as contemplated by this Section 4.2(a), each Certificate and Book-Entry Share (other than Excluded Shares) Series B Preferred Stock shall be deemed at any time made thereafter. In the event that, after the Effective Time Time, Company Common Stock Certificates or Series B Preferred Stock Certificates are presented to represent only Purchaser or the right to receive upon such exchange the Per Share Merger ConsiderationSurviving Corporation in compliance with this SECTION 2.03, which the holder thereof has the right to receive in respect of such Certificate or Book-Entry Share pursuant to the provisions of this Agreement. No interest they shall be paid or will accrue on canceled and exchanged for the Per Share applicable Merger ConsiderationConsideration as provided in this SECTION 2.03, subject to applicable law in the case of Dissenting Shares.

Exchange Agent and Exchange Procedures. Prior (A) Purchaser shall designate StockTrans, Inc. to the First Closing, Parent shall enter into an act as exchange agent agreement with an and paying agent for the exchange agent of the certificates representing shares of Company Common Stock and Series B Preferred Stock for the Merger Consideration upon surrender of the certificates for the Company Common Stock or Series B Preferred Stock (the “Exchange Agent”) ). Purchaser will, on or prior to act as exchange agentthe Effective Time, registrar and transfer agent for deposit with the purpose of exchanging Certificates or Book-Entry Shares, other than Excluded Shares, for Exchange Agent the Per Share Merger Consideration applicable thereto. to be paid in respect of the Company Common Stock, Company Series B Preferred Stock and Company Derivative Securities. (B) As soon as reasonably practicable after the Effective Time and in any event not later than Date, the fifth (5th) Business Day following the Effective Time, Parent Exchange Agent shall issue, mail or cause to be issued, mailed to each person who was a holder of record of shares of the Company Common Stock or Company Series B Preferred Stock, as the case may be, immediately prior to the Effective Time: (i) a Certificate letter of transmittal; and (ii) instructions for use in effecting the surrender of the certificates representing the Company Common Stock held by such holder (the “Common Stock Certificates”) nominally representing the Company Common Stock; or Book-Entry Share that (iii) instructions for use in effecting the surrender of the certificates representing the Company Series B Preferred Stock held by such holder (the “Series B Preferred Stock Certificates”) nominally representing the Company Series B Preferred Stock. (C) The Merger Consideration will be delivered to holders of Common Stock Certificates and holders of Series B Preferred Stock Certificates only upon such holder’s delivery to the Exchange Agent of: (i) properly completed and duly executed transmittal materials as described in Section 2.03(B) (in the form provided by the Exchange Agent); and (ii) the certificates representing all of such shares of Company Common Stock or Series B Preferred Stock, as the case may be, or an indemnity in form and substance satisfactory to the Purchaser and the Exchange Agent, in their reasonable judgment, if any of such certificates are lost, stolen or destroyed. Promptly after such delivery, the Exchange Agent shall mail its check to the address specified by the holder in the letter of transmittal in the aggregate amount of the Common Stock Merger Consideration for the number of shares of Company Common Stock held by such holder immediately prior to the Effective Time represented outstanding Shares (other than Excluded Shares), pursuant to such documentation and procedures as Parent shall determine, that or the aggregate amount of the Preferred Stock Merger Consideration for the number of Parent Common Shares (which shall be in uncertificated book-entry form through a direct registration system maintained shares of Company Series B Preferred Stock held Table of Contents by Parent, except to the extent that a Purchaser Transaction Party requests in writing delivery of a Certificate), that such holder has the right immediately prior to receive pursuant to the provisions of this Article IV, and each Certificate or Book-Entry Share (other than Excluded Shares) shall be canceled at the Effective Time. In No interest will be paid or shall accrue on the event Merger Consideration payable upon surrender of any such certificates. The Exchange Agent shall prepare and mail to each holder to whom Merger Consideration has been sent the appropriate Form 1099B. (D) Any amount of the Merger Consideration that remains undistributed to the holders of the Company Common Stock and the Company Series B Preferred Stock for a transfer period of ownership six (6) months after the Effective Time shall be delivered to Purchaser by the Exchange Agent upon demand, and any former stockholders of Shares the Company who have not previously complied with this Section 2.03 shall thereafter look only to Purchaser for payment of their claim for the Merger Consideration. (other than Excluded SharesE) that is not registered in Neither the transfer records Exchange Agent, nor any of the Company, Acquisition Sub or Purchaser shall be liable to any holder of shares of the proper number Company Common Stock or the Company Series B Preferred Stock with respect to any amount of Parent Common Shares may be issued the Merger Consideration delivered to a Person other than public official pursuant to any applicable abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree. (F) At the Person in whose name Effective Time, the Certificate or Book-Entry Share so surrendered is registered if such Certificate or Book-Entry Share stock transfer books of the Company shall be properly endorsed or otherwise be in proper form for closed and no transfer and the Person requesting such issuance shall pay any transfer or other Taxes required by reason of shares of the issuance of Parent Company Common Shares to a Person other than the registered holder of such Certificate Stock or Book-Entry Share or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Until exchanged as contemplated by this Section 4.2(a), each Certificate and Book-Entry Share (other than Excluded Shares) Series B Preferred Stock shall be deemed at any time made thereafter. In the event that, after the Effective Time Time, Company Common Stock Certificates or Series B Preferred Stock Certificates are presented to represent only Purchaser or the right to receive upon such exchange the Per Share Merger ConsiderationSurviving Corporation in compliance with this Section 2.03, which the holder thereof has the right to receive in respect of such Certificate or Book-Entry Share pursuant to the provisions of this Agreement. No interest they shall be paid or will accrue on canceled and exchanged for the Per Share applicable Merger ConsiderationConsideration as provided in this Section 2.03, subject to applicable law in the case of Dissenting Shares.