Exchange of Certificates; Exchange Agent and Exchange Procedures Sample Clauses

Exchange of Certificates; Exchange Agent and Exchange Procedures. (a) Prior to the Merger Closing, VIALOG will deposit or cause to be deposited with a bank, trust company or other Entity designated by VIALOG (the "Exchange Agent"), for the benefit of the holders of Shares for exchange in accordance with this Article, through the Exchange Agent, the stock portion of the Merger Consideration multiplied by the number of all Shares issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 2.1(b)) (said number of Shares less Shares to be canceled to be referred to as the "Net Shares"), and within one (1) business day of the Public Offering Closing Date, a check or checks representing next day funds from the Underwriter in (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, wire transfer of) an amount equal to the Cash Merger Consideration multiplied by the number of Net Shares plus cash in an amount sufficient to make payment for fractional shares, in exchange for all of the outstanding Shares (collectively the "Exchange Fund"). The Exchange Agent will, pursuant to irrevocable instructions from VIALOG, deliver the Exchange Merger Consideration to be issued pursuant to Section 2.1(a) out of the Exchange Fund to holders of Shares upon transmittal of Certificates for exchange as provided therein and in Section 2.2(b). The Exchange Fund will not be used for any other purposes. Any interest, dividends or other income earned by the Exchange Fund will be for the account of VIALOG.
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Exchange of Certificates; Exchange Agent and Exchange Procedures. (a) As soon as reasonably practicable after the Effective Time (it being understood that Acquiror shall use reasonable best efforts to deposit the Cash Merger Consideration with the Exchange Agent on the Closing Date), Acquiror shall deposit or cause to be deposited with a bank or trust company designated by Acquiror (the "Exchange Agent"), for the benefit of the holders of Shares (other than Dissenting Shares), for exchange in accordance with this Article, through the Exchange Agent, (i) cash (by wire transfer of federal funds pursuant to instructions reasonably satisfactory to the Exchange Agent) in an amount equal to the sum of (a) the Class A Cash Merger Consideration multiplied by the number of all Shares of Class A Company Stock issued and outstanding immediately prior to the Effective Time (other than Shares of Class A Company Stock to be cancelled pursuant to Section 2.1(b) and any Dissenting Shares of Class A Company Stock) (said number of Shares less said Shares to be cancelled and less said Dissenting Shares hereafter to be referred to as the "Net Class A Shares"), and (b) the Class B Cash Merger Consideration multiplied by the number of all Shares of Class B Company Stock issued and outstanding immediately prior to the Effective Time (other than Shares of Class B Company Stock to be cancelled pursuant to Section 2.1(b) and any Dissenting Shares of Class B Company Stock) (said number of Shares less said Shares to be cancelled and less said Dissenting Shares hereafter to be referred to as the "Net Class B Shares"), and (ii) the sum of (a) the Class A Stock Merger Consideration multiplied by the Net Class A Shares, and (b) the Class B Stock Merger Consideration multiplied by the Net Class B Shares, (x) less the number of shares of Acquiror Stock constituting the Escrow Indemnity Funds and (y) plus cash in an amount sufficient to make payment for fractional shares, in exchange for all of the outstanding Shares (collectively, the "Exchange Fund"). Subject to Article 8 hereof, the Exchange Agent shall, pursuant to irrevocable instructions from Acquiror, deliver the Exchange Merger Consideration to be issued pursuant to Section 2.1(a) out of the Exchange Fund to holders of Shares upon transmittal of Certificates for exchange as provided therein and in Section 2.2(b). The Exchange Fund shall not be used for any other purpose. Any interest, dividends or other income earned by the Exchange Fund shall be for the account of Acquiror.
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Exchange of Certificates; Exchange Agent and Exchange Procedures. (a) On the Financing Closing Date, VIALOG will deliver to the holders of Shares for exchange in accordance with this Article by wire transfer of immediately available funds to the bank accounts designated by the respective Stockholders, an amount equal to the Merger Consideration multiplied by the number of shares issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 2.1(b)) in exchange for all of the outstanding Shares (collectively the "Exchange Fund").
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Exchange of Certificates; Exchange Agent and Exchange Procedures. (a) Within one (1) business day of the Financing Closing Date, VIALOG will deposit or cause to be deposited with a bank, trust company or other Entity designated by VIALOG (the "Exchange Agent"), for the benefit of the holders of Shares for exchange in accordance with this Article, through the Exchange Agent, a check or checks representing next day funds from the Underwriter in (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, wire transfer of) an amount equal to the Merger Consideration multiplied by the number of shares issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 2.1(b)) (said number of Shares less Shares to be canceled to be referred to as the "Net Shares") in exchange for all of the outstanding Shares (collectively the "Exchange Fund"). The Exchange Agent will, pursuant to irrevocable instructions from VIALOG, deliver the Exchange Merger Consideration to be issued pursuant to Section 2.1(a) out of the Exchange Fund to holders of Shares upon transmittal of Certificates for exchange as provided therein and in Section 2.2(b). The Exchange Fund will not be used for any other purposes. Any interest, dividends or other income earned by the Exchange Fund will be for the account of VIALOG.
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Exchange of Certificates; Exchange Agent and Exchange Procedures. (a) As soon as reasonably practicable after the Effective Time, Acquiror shall deposit or cause to be deposited with a bank or trust company designated by Acquiror (the "Exchange Agent"), for the benefit of the holders of Shares (other than Dissenting Shares), for exchange in accordance with this Article, through the Exchange Agent, (i) cash (by wire transfer of federal funds pursuant to instructions reasonably satisfactory to the Exchange Agent) in an amount equal to the Cash Merger Consideration multiplied by the number of all Shares issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled pursuant to Section 2.1(b) and any Dissenting Shares) (said number of Shares less said Shares to be cancelled and less said Dissenting Shares hereafter to be referred to as the "Net Shares"), less the amount of cash constituting the Escrow Indemnity Funds, and (ii) the Stock Merger Consideration multiplied by the Net Shares, plus cash in an amount sufficient to make payment for fractional shares, in exchange for all of the outstanding Shares (collectively, the "Exchange Fund"). Subject to Article 8 hereof, the Exchange Agent shall, pursuant to irrevocable instructions from Acquiror, deliver the Exchange Merger Consideration to be issued pursuant to Section 2.1(a) out of the Exchange Fund to holders of Shares upon transmittal of Certificates for exchange as provided therein and in Section 2.2(b). The Exchange Fund shall not be used for any other purpose. Any interest, dividends or other income earned by the Exchange Fund shall be for the account of Acquiror.
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Exchange of Certificates; Exchange Agent and Exchange Procedures. (a) At or immediately prior to the Effective Time, Parent shall deposit or cause to be deposited with a bank or trust company designated by Parent and reasonably acceptable to the Company (the "Exchange Agent"), for the benefit of the holders of Shares (other than Dissenting Shares) and Vested Options, for exchange in accordance with this Article, through the Exchange Agent, for all of the outstanding Shares and Vested Options (i) cash in an amount equal to the sum of (w) the Preferred Stock Merger Consideration, (x) the Cash Merger Consideration (other than any portion thereof in respect of Shares to be canceled pursuant to Section 2.1(b) and any Dissenting Shares), (y) the Option Merger Consideration, and (z) an amount sufficient to make payment for fractional shares, and (ii) a number of shares of Parent Stock equal to the Stock Merger Consideration minus the Escrow Deposit (collectively, the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions from Parent, deliver out of the Exchange Fund to each holder of Shares and Vested Options such holder's pro rata portion of the Exchange Merger Consideration payable to such holder in accordance with the provisions of Sections 2.1 and 2.2 upon transmittal of Certificates for exchange as provided therein and in Section 2.3(b). The Exchange Fund shall not be used for any other purpose. Any interest, dividends or other income earned on the Exchange Fund shall be for the account of Parent.
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Related to Exchange of Certificates; Exchange Agent and Exchange Procedures

  • Transfer and Exchange of Certificates (a) A Certificate (other than Book-Entry Certificates which shall be subject to Section 3.09 hereof) may be transferred by the Holder thereof only upon presentation and surrender of such Certificate at the office of the Certificate Registrar duly endorsed or accompanied by an assignment duly executed by such Holder or his duly authorized attorney in such form as shall be satisfactory to the Certificate Registrar. Upon the transfer of any Certificate in accordance with the preceding sentence, the Trustee shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver to the transferee, one or more new Certificates of the same Class and evidencing, in the aggregate, the same aggregate Certificate Principal Amount as the Certificate being transferred. No service charge shall be made to a Certificateholder for any registration of transfer of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer of Certificates.

  • Registration, Transfer and Exchange of Certificates (a) The Trustee shall keep or cause to be kept at the Corporate Trust Office books (the "Certificate Register") for the registration, transfer and exchange of Certificates (the Trustee, in such capacity, being the "Certificate Registrar"). The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of the individual participants holding beneficial interests in the Trust Fund through the Depository. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicer, the Trustee, any Paying Agent and any agent of any of them shall not be affected by any notice or knowledge to the contrary. An Individual Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the applicable requirements of this Section 5.02. Upon request of the Trustee, the Certificate Registrar shall provide the Trustee with the names, addresses and Percentage Interests of the Holders.

  • Surrender and Exchange of Certificates Promptly after the Effective Time and upon (i) surrender of a certificate or certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such Stockholder has lost their certificate or certificates or that such have been destroyed and (ii) delivery of a Letter of Transmittal (as described in Section 4 hereof), Parent shall issue to each record holder of the Company Common Stock surrendering such certificate or certificates and Letter of Transmittal, a certificate or certificates registered in the name of such Stockholder representing the number of shares of Parent Common Stock that such Stockholder shall be entitled to receive as set forth in Section 1.5(a)(ii) hereof. Until the certificate, certificates or affidavit is or are surrendered together with the Letter of Transmittal as contemplated by this Section 1.6 and Section 4 hereof, each certificate or affidavit that immediately prior to the Effective Time represented any outstanding shares of Company Common Stock shall be deemed at and after the Effective Time to represent only the right to receive upon surrender as aforesaid the Parent Common Stock specified in SCHEDULE 1.5 hereof for the holder thereof or to perfect any rights of appraisal which such holder may have pursuant to the applicable provisions of the DGCL.

  • Transfer and Exchange of Certificated Notes When Certificated Notes are presented to the Registrar with a request:

  • Registration of Certificates; Transfer and Exchange of Certificates (a) The Indenture Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor.

  • Transfer and Exchange of Global Notes A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:

  • Registration of Transfer and Exchange of Certificates The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

  • Registration of and Limitations on Transfer and Exchange of Notes; Appointment of Certificate Registrar The Issuer shall cause to be kept at the Indenture Trustee's Corporate Trust Office a Note Register in which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. The Issuer hereby appoints the Indenture Trustee as the initial Note Registrar. Subject to the restrictions and limitations set forth below, upon surrender for registration of transfer of any Note at the Corporate Trust Office, the Issuer shall execute, and the Note Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in authorized initial Note Balances evidencing the same aggregate Percentage Interests. Subject to the foregoing, at the option of the Noteholders, Notes may be exchanged for other Notes of like tenor, in each case in authorized initial Note Balances evidencing the same aggregate Percentage Interests, upon surrender of the Notes to be exchanged at the Corporate Trust Office of the Note Registrar. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Note Registrar shall authenticate and deliver the Notes which the Noteholder making the exchange is entitled to receive. Each Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Note Registrar duly executed by, the Noteholder thereof or his attorney duly authorized in writing with such signature guaranteed by a commercial bank or trust company located or having a correspondent located in The City of New York. Notes delivered upon any such transfer or exchange will evidence the same obligations, and will be entitled to the same rights and privileges, as the Notes surrendered. No service charge shall be imposed for any registration of transfer or exchange of Notes, but the Note Registrar shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. All Notes surrendered for registration of transfer and exchange shall be cancelled by the Note Registrar and delivered to the Indenture Trustee for subsequent destruction without liability on the part of either. The Issuer hereby appoints the Indenture Trustee as Certificate Registrar to keep at its Corporate Trust Office a Certificate Register pursuant to Section 3.09 of the Trust Agreement in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges thereof pursuant to Section 3.05 of the Trust Agreement. The Indenture Trustee hereby accepts such appointment. Each purchaser of a Note, by its acceptance of the Note, shall be deemed to have represented that the acquisition of such Note by the purchaser does not constitute or give rise to a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, for which no statutory, regulatory or administrative exemption is available.

  • Transfer and Exchange of Global Securities (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Security. The Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial interest in the Global Security being transferred.

  • Transfer and Exchange of Certificated Securities When Certificated Securities are presented to the Registrar with a request:

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