Exchange and Cancellation of Shares Sample Clauses

Exchange and Cancellation of Shares. On the amalgamation: (A) each Xxxxx Share (other than Xxxxx Shares held by the Parent) will be exchanged, without any act or formality on the part of the holder thereof, into one Parent Share, and the name of each such holder will be removed from the register of holders of Xxxxx Shares and added to the register of holders of Parent Shares; (B) each Xxxxx Share held by the Parent will be cancelled without any payment of capital in respect thereof; and (C) each Purchaser Share will be exchanged, without any act or formality on the part of the holder thereof, into one (1) fully paid and non-assessable Amalco Share, and the name of each such holder will be removed from the register of holders of Purchaser Shares and added to the register of holders of Amalco Shares.
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Exchange and Cancellation of Shares and Preferred Shares) 2.10.1 The Corporation Common Shares outstanding immediately prior to the Effective Date shall be exchanged for fully paid and non-assessable Comamtech Shares, to be adjusted for any stock splits and based on an exchange ratio of eight (8) Corporation Common Shares for each Comamtech Share. No fractional Comamtech Shares will be issued in connection with the Amalgamation. The parties shall determine the final number and make all required adjustments resulting from said determination to the Plan of Arrangement prior to the filing of the Circular with the Court for the Interim Order; 2.10.2 The 1,355 Corporation Preferred Shares outstanding immediately prior to the Effective Date shall be exchanged for 362,500 fully paid and non-assessable Comamtech Convertible Preferred Shares exchangeable into 362,500 Comamtech Shares, to be adjusted for any stock splits. No fractional Comamtech Convertible Preferred Shares will be issued in connection with the Amalgamation; 2.10.3 Each common share of MergerCo outstanding immediately prior to the Effective Date shall be converted into one fully paid and non-assessable common share in the share capital of the Amalgamated Corporation.”
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Exchange and Cancellation of Shares. At the Effective Time of the Merger, all issued and outstanding shares of EIF Holdings common stock, no par value (the "Old Common Stock") shall be canceled and the corporate existence of the said corporation shall cease. Shares of US Industrial's common stock, par value $.01 per share (the "New Common Stock") shall be issued to the shareholders of EIF Holdings as a result of the Merger as herein provided.
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Exchange and Cancellation of Shares. On the amalgamation: (I) each Suncor Share held by a Dissenting Suncor Shareholder who has validly exercised their rights of dissent pursuant to Section 3.1 and which rights of dissent remain valid immediately prior to the Effective Time shall be cancelled and become an entitlement to be paid the fair value of such Suncor Share and the Dissenting Suncor Shareholder shall cease to have any rights as a holder of such Suncor Share other than the right to be paid the fair value of such Suncor Share by Amalco in accordance with Section 3.1; (II) each Petro-Canada Share held by a Dissenting Petro-Canada Shareholder who has validly exercised their rights of dissent pursuant to Section 3.2 and which rights of dissent remain valid immediately prior to the Effective Time shall be cancelled and become an entitlement to be paid the fair value of such Petro-Canada Share and the Dissenting Petro-Canada Shareholder shall cease to have any rights as a holder of such Petro-Canada Share other than the right to be paid the fair value of such Petro-Canada Share by Amalco in accordance with Section 3.2; (III) each Suncor Share (other than Suncor Shares held by Petro-Canada or Dissenting Suncor Shareholders) will be converted, without any act or formality on the part of the holder thereof, into that number of fully paid and non-assessable Amalco Shares equal to the Suncor Exchange Ratio, and the name of each such holder will be removed from the register of holders of Suncor Shares and added to the register of holders of Amalco Shares; (IV) each Petro-Canada Share (other than Petro-Canada Shares held by Suncor or Dissenting Petro-Canada Shareholders) will be converted, without any act or formality on the part of the holder thereof, into that number of fully paid and non-assessable Amalco Shares equal to the Petro-Canada Exchange Ratio, and the name of each such holder will be removed from the register of holders of Petro-Canada Shares and added to the register of holders of Amalco Shares; and (V) each Petro-Canada Share held by Suncor and each Suncor Share held by Petro-Canada will be cancelled without any payment of capital in respect thereof.
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Exchange and Cancellation of Shares. At the Effective Time of the Merger, all issued and outstanding shares of Synaptx common stock, $.001 par value (the "Old Common Stock"), and all issued and outstanding shares of Synaptx's Series A Convertible Preferred Stock, $.001 par value (the "Old Preferred Stock"), shall be canceled and the corporate existence of Synaptx, shall cease. Shares of Paladyne's common stock, par value $.001 per share (the "New Common Stock"), and shares of Paladyne's Series A Convertible Preferred Stock, $.001 par value (the "New Preferred Stock"), shall be issued to the shareholders of Synaptx as a result of the Merger as herein provided.
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Exchange and Cancellation of Shares 
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Related to Exchange and Cancellation of Shares

  • Cancellation of Shares If the Corporation shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Purchased Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such shares shall be deemed purchased in accordance with the applicable provisions hereof, and the Corporation shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement.

  • Cancellation of Options In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

  • Reclassification of Shares If the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

  • Combination of Shares If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and the number of shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares.

  • Aggregation of Shares If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

  • Acquisition of Shares The Borrower will not acquire any equity, share capital, assets or obligations of any corporation or other entity or permit its Shares to be held by any party other than the Shareholder.

  • Distribution of Shares (a) Subject to the provisions of Paragraphs 6, 7, 10, 11, 12, 13 and 14 hereof, and to such minimum purchase and other requirements as may from time to time be indicated in the Fund's Prospectus, Distributor, acting as principal for its own account and not as agent for the Fund, shall have the right to purchase Shares from the Fund. Distributor shall sell Shares only in accordance with the Fund's Prospectus, on a "best efforts" basis. Distributor shall purchase Shares from the Fund at a price equal to the net asset value, shall sell Shares at the public offering price as defined in Paragraph 8, and shall retain all sales charges. (b) The Fund shall pay all expenses associated with notices, proxy solicitation material, the preparation of annual or more frequent revisions to the Fund's Prospectus and SAI and of printing and supplying the currently effective Prospectus and SAI to shareholders, other than those necessitated by Distributor's activities or rules and regulations related to Distributor's activities where such amendments or supplements result in expenses which the Fund would not otherwise have incurred. (c) The Distributor (or its affiliates) shall pay the costs of printing and supplying all copies of the Prospectus and SAI that it may reasonably request for use in connection with the distribution of Shares. The Distributor will also pay the expenses of the preparation, excluding legal fees, and printing of all amendments and supplements to the Fund's Prospectus and SAI if the amendment or supplement arises from Distributor's activities or rules and regulations related to Distributor's activities and those expenses would not otherwise have been incurred by the Fund. Distributor will pay all expenses incurred by Distributor in advertising, promoting and selling Fund Shares. (d) Prior to the continuous offering of any Fund Shares, commencing on a date agreed upon by the Fund and the Distributor, it is contemplated that the Distributor may solicit subscriptions for such Shares during a subscription period which shall last for such period as may be agreed upon by the parties hereto. The subscriptions will be payable within three business days after the termination of the subscription period, at which time the Fund will commence operations.

  • Redemption of Shares PNC shall process requests to redeem Shares as follows: (i) All requests to transfer or redeem Shares and payment therefor shall be made in accordance with the Fund’s prospectus, when the shareholder tenders Shares in proper form, accompanied by such documents as PNC reasonably may deem necessary. (ii) PNC reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the instructions is valid and genuine and that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal to process transfers or redemptions that PNC, in its judgment, deems improper or unauthorized, or until it is reasonably satisfied that there is no basis to any claims adverse to such transfer or redemption. (iii) When Shares are redeemed, PNC shall deliver to the Fund’s custodian (the “Custodian”) and the Fund or its designee a notification setting forth the number of Shares redeemed. Such redeemed Shares shall be reflected on appropriate accounts maintained by PNC reflecting outstanding Shares of the Fund and Shares attributed to individual accounts. (iv) PNC shall, upon receipt of the monies provided to it by the Custodian for the redemption of Shares, pay such monies as are received from the Custodian, all in accordance with the procedures established from time to time between PNC and the Fund. (v) When a broker-dealer notifies PNC of a redemption desired by a customer, and the Custodian provides PNC with funds, PNC shall prepare and send the redemption proceeds to the broker-dealer on behalf of its customer, unless otherwise instructed in writing by the broker-dealer. (vi) PNC shall not process or effect any redemption requests with respect to Shares of the Fund after receipt by PNC or its agent of notification of the suspension of the determination of the net asset value of the Fund.

  • Restrictions on Sale of Shares Optionee represents and agrees that, upon Optionee's exercise of the Option in whole or part, unless there is in effect at that time under the Securities Act of 1933 a registration statement relating to the shares issued to him, he will acquire the shares issuable upon exercise of this Option for the purpose of investment and not with a view to their resale or further distribution, and that upon each exercise thereof Optionee will furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. Optionee agrees that any certificates issued upon exercise of this Option may bear a legend indicating that their transferability is restricted in accordance with applicable state or federal securities law. Any person or persons entitled to exercise this Option under the provisions of Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under circumstances in which Optionee would be required to furnish such a written statement, also furnish to the Company a written statement to the same effect, satisfactory to the Company in form and substance.

  • Withdrawal of Shares and Cancellation of Certificates Upon receipt of Written Instructions, PFPC shall cancel outstanding certificates surrendered by the Fund to reduce the total amount of outstanding shares by the number of shares surrendered by the Fund.

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