EXCHANGE CERTIFICATES Clause Samples
The "Exchange Certificates" clause requires the parties involved in a transaction to provide formal certificates or documents confirming that certain conditions or obligations have been met before the exchange or closing can proceed. Typically, these certificates might include statements from company officers affirming compliance with representations, warranties, or covenants, or confirming that no material adverse changes have occurred. This clause ensures that all parties have documented assurance of compliance at a critical stage, thereby reducing the risk of disputes and providing a clear record that contractual prerequisites have been satisfied.
EXCHANGE CERTIFICATES. The Custodian shall exchange temporary for definitive certificates or effect mandatory exchanges of certificates.
EXCHANGE CERTIFICATES. The Chargee shall have the right at any time to exchange certificates or other documents of title (if any) representing or evidencing Charged Assets for certificates or documents of title (if any) of smaller or larger denominations to represent any smaller or larger number of ordinary shares that may be issued to the Chargor in respect of the Charged Assets, as may be reflected on the register of members of the Charged Company from time to time.
EXCHANGE CERTIFICATES. (a) After the Effective Time, each holder of an outstanding certificate representing shares of MoSys California Common Stock or MoSys California Preferred Stock may be asked to surrender the same for cancellation to an exchange agent, whose name will be delivered to such holders prior to any requested exchange (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of MoSys Delaware Common Stock or MoSys Delaware Preferred Stock, as the case may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of MoSys California Common Stock or MoSys California Preferred Stock shall be deemed for all purposes to represent the number of shares of MoSys Delaware Common Stock or MoSys Delaware Preferred Stock, as the case may be, into which the shares of MoSys California Common Stock or MoSys California Preferred Stock were converted in the Merger.
(b) The registered owner on the books and records of MoSys Delaware or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to MoSys Delaware or the Exchange Agent, have and be entitled to exercise all voting and other rights with respect to and to receive dividends and other distributions upon the shares of MoSys Delaware Common Stock or MoSys Delaware Preferred Stock, as the case may be, represented by such outstanding certificate as provided above.
(c) Each certificate representing MoSys Delaware Common Stock or MoSys Delaware Preferred Stock so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of MoSys California so converted and given in exchange therefore, unless otherwise determined by the Board of Directors of MoSys Delaware in compliance with applicable laws, or other such additional legends as are agreed upon by the holder and MoSys Delaware.
(d) If any certificate for shares of MoSys Delaware Common Stock or MoSys Delaware Preferred Stock is to be issued to a person or entity ("PERSON") other than the Person in whose name the certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for...
EXCHANGE CERTIFICATES. As soon as practicable after the Effective Time, and after surrender to the Holding Company of any certificate which prior to the Effective Time represented Converted Shares the Holding Company shall cause to be distributed to the person in whose name such certificate is registered a certificate or certificates representing the Merger Consideration. Until surrendered as contemplated by the preceding sentence, each certificate which immediately prior to the Effective Time represented any Converted Shares, shall be deemed at and after the Effective Time to represent only the right to receive the Merger Consideration. If any certificate representing the Merger Consideration is to be issued to a person or entity ("PERSON") other than the Person in whose name the certificate representing Converted Shares surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be properly endorsed and accompanied by all documents reasonably required by the Holding Company to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and, if required by the Holding Company, the posting by such Person of a bond in such reasonable amount as the Holding Company may direct as indemnity against any claim that may be made against it with respect to such certificate, the Holding Company will cause the Merger Consideration to be issued in exchange for such lost, stolen or destroyed certificate.
EXCHANGE CERTIFICATES. 2.3.1 Prior to the Closing Date, WebGain shall authorize one or more persons to act or shall itself act as Exchange Agent hereunder (the "Exchange Agent"). Prior to the Closing Date, WebGain shall cause the Exchange Agent to mail to Shareholders a letter of transmittal substantially in the form set forth in Exhibit B ("Letter of Transmittal") and instructions for surrendering their certificates representing Company Stock in exchange for a certificate or certificates representing shares of WebGain Common Stock. Upon surrender of a Company Stock certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by WebGain, the holder of such certificate shall be entitled to receive at the Closing in exchange therefor a certificate representing that number of whole shares of WebGain Common Stock into which the shares of Company Stock theretofore represented by such certificate so surrendered shall have been converted pursuant to the provisions of this Agreement, and the certificate so surrendered shall forthwith be canceled. Except as set forth in Section 2.6, the Cash Consideration shall, at Closing, be wired to the accounts designated in the Letters of Transmittal to the Shareholders in the amounts set forth on Schedule 2.3.1 attached hereto. Except as set forth in Section 2.6, the Stock Consideration shall be delivered promptly after the Closing Date
EXCHANGE CERTIFICATES. Software Effective Solutions shall have executed and delivered to Medcana for filing, a copy of the Nevada Certificate of Merger (Exchange) and the Louisiana Articles of Merger (Exchange).
EXCHANGE CERTIFICATES. The term "
EXCHANGE CERTIFICATES. Medcana shall have executed and delivered for filing a copy of the Nevada Certificate of Merger (Exchange) and the Louisiana Articles of Merger (Exchange) .