Exchange and Payment Procedures. As soon as practicable after the Election Deadline, Parent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit a Form of Election or who did not submit a Certificate or Certificates to the Exchange Agent with such holder's properly submitted Form of Election: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IV. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock into which the Shares previously represented by such Certificate are converted in accordance with this Article IV, (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d). In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid or are not payable.
Exchange and Payment Procedures. As soon as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record as of the Effective Time of a Certificate or Certificates that have been converted pursuant to Section 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to Section 2.1. Upon surrender of a Certificate to the Paying Agent for cancellation, together with a duly executed letter of transmittal and such other documents as the Paying Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration. In the event the Merger Consideration is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration may be delivered to a transferee if the Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Paying Agent that any applicable transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a certificate representing Company Common Shares to be canceled in accordance with Section 2.1(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.2. No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.
Exchange and Payment Procedures. 99 Treatment of Xxxxxxx Equity Awards 100 Withholding 100 Representations and Warranties 100 Definition of Material Adverse Effect 102 Conduct of Business Pending the Merger 103 No Solicitation of Alternative Proposals 107 Era Stockholder Meeting 110 Xxxxxxx Written Consent 111 Efforts to Consummate the Merger 111 Indemnification and Insurance 112 Employee Matters 112 Governance Matters Following the Merger 113 Other Covenants and Agreements 113 THE VOTING AGREEMENTS RELATING TO THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119 PRICE RANGE OF COMMON STOCK AND DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122 UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123 ERA DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. . . . . . . . . . . . . . . . . . 141 ERA AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255 EXECUTIVE COMPENSATION OF THE COMBINED COMPANY OFFICERS. . . . . . . . . . . . . . . . . . . . . 142 INFORMATION ABOUT THE COMPANIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143 MANAGEMENT’S DISCUSSION AND ANALYSIS OF XXXXXXX’X FINANCIAL CONDITION AND ERA QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . . . . . . . . . . . . 220 XXXXXXX QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . . . . . . . 220 DESCRIPTION OF ERA CAPITAL STOCK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 224 COMPARISON OF STOCKHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227 APPRAISAL RIGHTS OF XXXXXXX STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239 MATTERS TO BE SUBMITTED TO A VOTE OF ERA STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . 244 XXXXXXX SOLICITATION OF WRITTEN CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257 XXXXXXX PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 260 PRINCIPAL STOCKHOLDERS OF XXXXXXX . . . . . . . . . . . . . . . . . . . . . . ...
Exchange and Payment Procedures. Upon surrender of an Old Certificate for cancellation to the Exchange Agent or to another agent or agents as may be appointed by Buyer for that purpose, together with a letter of transmittal, duly executed, the holder of the Old Certificate (other than an Old Certificate representing Dissenting Shares) shall be entitled to receive in exchange therefor (x) a certificate representing that number of shares of Buyer Common Stock ("Buyer Shares"), if any, into which the shares of Company Common Stock previously represented by the Old Certificate are converted in accordance with Section 2.1, (y) cash, if any, to which that holder is entitled in accordance with Section 2.1 and (z) any cash in lieu of Fractional Shares that the holder has the right to receive pursuant to Section 2.2(e) (the Buyer Shares and cash described in clauses (x), (y) and (z) above being referred to collectively as the "Aggregate Consideration"). If the Aggregate Consideration is to be delivered to any person who is not the person in whose name the Old Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Aggregate Consideration may be delivered to a transferee if the Old Certificate is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect that transfer and by evidence reasonably satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Old Certificate (other than an Old Certificate representing Excluded Shares, which shall be canceled) shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the Aggregate Consideration contemplated by this Section 2.2. No interest will be paid or will accrue on any cash payable to holders of the Old Certificates pursuant to provisions of this Article II.
Exchange and Payment Procedures. At or prior to the Effective Time, Parent will appoint a reputable bank or trust company (the “Paying Agent”) to deliver or cause to be delivered to each holder of Shares the Merger Consideration that such holder is entitled to receive pursuant to the Merger Agreement. At or prior to the Effective Time, Parent will 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 the holders of Shares are entitled at the Effective Time pursuant to the Merger Agreement. As soon as practicable (but no later than the third Business Day) after the Effective Time, the Surviving Corporation will cause the Paying Agent to mail to each person that was, immediately prior to the Effective Time, a holder of record of Shares represented by a certificate, which shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to the Merger Agreement, a letter of transmittal together with instructions for effecting the surrender of the certificates in exchange for payment of the Merger Consideration. Upon receipt of (i) in the case of Shares represented by a stock certificate, a surrendered certificate or certificates (or affidavit of loss) in respect of such shares together with the signed letter of transmittal and such other documents as may be reasonably required pursuant to such instructions, or (ii) in the Common Stock held in book-entry form (other than shares held through The Depository Trust Company) the receipt of the signed letter of transmittal (or such other evidence of transfer or surrender as the Paying Agent may reasonably request), the holder of Shares will be entitled to receive the Offer Price(without interest and after giving effect to any required tax withholdings) in exchange therefor and such certificates or book-entry shares shall be cancelled. As promptly as practicable after the Effective Time, Parent will cause the Paying Agent to pay and deliver to The Depository Trust Company or its nominee, in respect of each book-entry share held through The Depository Trust Company, the Common Offer Price (without interest, and after giving effect to any required tax withholdings) to which holders of such book-entry shares are entitled under the Merger Agreement, and such book-entry shares of such holder shall be cancelled. At the Effective Time, the stock transfer books of Science 37 will be closed a...
Exchange and Payment Procedures. JPMorgan Chase Bank, N.A. shall serve as the Paying Agent for the Merger (the “Paying Agent”). At the Effective Time, Parent shall make a capital contribution to Merger Sub and Merger Sub shall make available or cause to be made available (a) to the Paying Agent in accordance with this Article I the portion of the Merger Consideration (less the pro rata portion of the Escrow Amount and the Expense Amount based on the aggregate amount payable pursuant to Section 1.6(b)) into which the Company Capital Stock converts pursuant to Section 1.6(b)(i) and (b) to the Surviving Corporation in accordance with this Article I the portion of the Merger Consideration into which the Company Vested Options are convertible pursuant to Section 1.6(b)(ii) (less the pro rata portion of Escrow Amount and the Expense Amount based on the aggregate amount payable pursuant to Section 1.6(b)). Each Stockholder and each holder of Company Vested Options shall be deemed to have contributed a pro rata portion of the Escrow Amount attributable to the Merger Consideration to the Escrow Fund and a pro rata portion of the Expense Amount attributable to the Merger Consideration to the Expense Fund.
Exchange and Payment Procedures. As soon as practicable after the Election Deadline, Parent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit a Form of Election or who did not submit a Certificate or Certificates to the Exchange Agent with such holder's properly submitted Form of Election: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IV. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock into which the Shares previously represented by such Certificate are converted in accordance with this Article IV, (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d). In the event the Merger Consideration and
Exchange and Payment Procedures. As soon as practicable after the Effective Time, but in no event later than five (5) Business Days after the Effective Time, CWS shall cause the Exchange Agent to mail to each holder of record as of the Effective Time of a certificate or certificates representing shares of issued and outstanding Company Common Stock (each, a “Certificate”) that have been converted pursuant to Section 2.1(c): (X) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon actual delivery of the Certificate to the Exchange Agent), and (Y) instructions for effecting the surrender of the Certificate and receiving the Merger Consideration to which such holder shall be entitled therefor.
Exchange and Payment Procedures. Following the Effective Time, certificates representing shares of Home Savings Stock outstanding at the Effective Time (herein sometimes referred to as "Home Savings Certificates") shall evidence only the right of the registered holder thereof to receive, and may be exchanged for, (i) the form of consideration into which each individual shareholder's shares of Home Savings Stock have been converted as determined in the manner described in Sections 1.5(a) through 1.5(c) above or (ii) in the case of shareholders who properly exercise Dissenters' Rights, the consideration provided in Section 1.6 below and by applicable law. At the Effective Time, FNB shall issue and deliver, or cause to be issued and delivered, to First National, in its capacity as the transfer agent of FNB Stock (the "Transfer Agent"), cash and certificates representing whole shares of FNB Stock into which outstanding shares of Home Savings Stock have been converted as provided above. As promptly as practicable following the Effective Time, FNB shall send or cause to be sent to each former shareholder of record of Home Savings immediately prior to the Effective Time written instructions and transmittal materials (a "Transmittal Letter") for use in surrendering Home Savings Certificates to the Transfer Agent. Upon the proper surrender and delivery to the Transfer Agent (in accordance with FNB's instructions, and accompanied by a properly completed Transmittal Letter) by a former shareholder of Home Savings of such shareholder's Home Savings Certificate(s), and in exchange therefor, the Transfer Agent shall as soon as practicable, (i) in the case of a shareholder whose Home Savings Stock, or a portion thereof, has been converted into FNB Stock, issue, register and deliver to such shareholder a certificate evidencing the number of shares of FNB Stock to which such shareholder is entitled pursuant to Sections 1.5(a) through 1.5(c) above, and/or (ii) in the case of a shareholder whose Home Savings Stock, or a portion thereof, has been converted into the right to receive cash, issue and deliver to such shareholder a check in the amount of cash to which the shareholder is entitled pursuant to Sections 1.5(a) through 1.5(c) above. Following the Effective Time, there shall be no further transfers of Home Savings Stock on the stock transfer books of Home Savings or the registration of any transfer of a Home Savings Certificate by any holder thereof, and the surrender of each Home Savings Certificate a...
Exchange and Payment Procedures. Each holder of Company Shares shall deliver to Parent certificates evidencing such holder’s ownership of Company Shares (the “Certificates”) accompanied by stock powers endorsed in blank and such other documentation as may be reasonably requested by Parent to effectuate the cancellation of such Certificates and evidence such Shareholder’s right to the Certificate. Subject only to the receipt of Certificates from holders of Company Shares and any other documentation that Parent may reasonably request, Parent shall cause the Merger Consideration to be distributed to the Shareholders in accordance with this Section 1. Notwithstanding anything in this Agreement to the contrary, Parent may offset any amounts owed to it by any Shareholder from payments of the Merger Consideration. Until surrendered as contemplated by this Section 1.12, each Certificate shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration. If any portion of the Merger Consideration is to be paid to a Person (as defined in Section 2.14(a)) other than the registered holder of the Certificate, it shall be a condition to payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting payment shall pay to Parent any transfer or other taxes required as a result of payment to a Person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the tax has been paid or is not payable.