Exchange of Certificates for Consideration. At the Closing (as defined in Article III), the Stockholders shall deliver to PalEx the original certificates representing the Company Stock, duly endorsed in blank by the Stockholders or accompanied by blank stock powers. The Stockholders agree promptly to cure any deficiencies with respect to the endorsement of the certificates or other documents of conveyance with respect to such Company Stock. Upon surrender of such certificates, the Stockholders shall be entitled to receive certificates representing the number of shares of PalEx Stock and the amount of cash set forth in SCHEDULE 2.1, which shall be delivered on the Consummation Date (as defined in Article III).
Exchange of Certificates for Consideration. At the Closing, the ------------------------------------------ Stockholders shall deliver to Compass the original certificates representing the Company Stock, duly endorsed in blank by the Stockholders or accompanied by blank stock powers, in exchange for (i) issuance and delivery by Compass to the Stockholders of certificates representing the number of shares of Compass Common Stock determined in accordance with Section 2.1, and (ii) payment by Compass of ----------- the Aggregate Cash Consideration in accordance with the provisions of Section ------- 2.
Exchange of Certificates for Consideration. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented one or more outstanding Corporation Common Shares that were exchanged in accordance with Section 3.3, together with the Letter of Transmittal and such other documents and instruments as would have been required to effect the transfer of the Corporation Common Shares or Class A Shares, as applicable, formerly represented by such certificate under the CBCA and the by-laws of Corporation and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, a certificate representing the New Osisko Common Shares, a certificate representing the Yamana Common Shares, a certificate representing the Agnico Eagle Common Shares and a cheque for the cash consideration to which such holder is entitled to receive in accordance with Section 3.3.
Exchange of Certificates for Consideration. At the Closing, Centerprise shall receive the original certificates representing the Company Stock, duly endorsed in blank by the Company's stockholders or accompanied by blank stock powers. The shares represented by the Company stock certificates so delivered shall be canceled. Until surrendered as contemplated by this Section 2.1.5, each certificate representing shares of Company Stock represents only the right to receive the Aggregate Basic Purchase Consideration, as adjusted in accordance with this Article II. Centerprise shall (i) issue and deliver to Imperial Bank as the Escrow Holder (the "Escrow Holder") for deposit into escrow (the "Escrow") certificates representing the number of shares of Centerprise Common Stock to which the Company's shareholders who are designated Signing Stockholders in the Company Stockholder Letter attached hereto as Exhibit 10.3(t) are entitled and (ii) issue and deliver to Escrow Holder for deposit into a separate escrow (the "Stockholder Escrow" certificates representing the number of shares of Centerprise Common Stock to which the remaining shareholders are entitled as determined in accordance with Section 2.1 (collectively, the "Escrowed Shares"). The shares represented by the Company stock certificates so delivered shall be canceled. Until surrendered as contemplated by this Section 2.1.5, each certificate representing shares of Company Stock represents only the right to receive the Aggregate Basic Purchase Consideration, as adjusted in accordance with this Article II.
Exchange of Certificates for Consideration. (a) At or before the time of filing of the Articles of Arrangement, Canadian Bidco shall deposit with the Depositary in escrow for the benefit of Palmarejo Shareholders, cash and Coeur Shares in the aggregate amounts equal to the consideration contemplated by section 2.3(a). Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Implementation Time represented outstanding Palmarejo Shares that were exchanged for consideration, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Palmarejo Shareholder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Coeur shall cause the Depositary to deliver to such Palmarejo Shareholder, the consideration which such Palmarejo Shareholder has the right to receive under the Arrangement for such Palmarejo Shares, less any amounts withheld pursuant to section 4.3 and any certificate so surrendered shall forthwith be cancelled. The cash deposited with the Depositary shall be held in an interest-bearing account, and any interest earned on such funds shall be for the account of Canadian Bidco.
(b) Until surrendered as contemplated by this section 4.1, each certificate which immediately prior to the Implementation Time represented Palmarejo Shares shall be deemed after the Implementation Time to represent only the right to receive upon such surrender the consideration in lieu of such certificate as contemplated in this section 4.1, less any amounts withheld pursuant to section 4.3. Any such certificate formerly representing Palmarejo Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former Palmarejo Shareholder of any kind or nature against or in Palmarejo, Coeur or Canadian Bidco. On such date, all Palmarejo Shares to which the former holder of such certificate was entitled shall be deemed to have been surrendered to Canadian Bidco and consideration to which such former holder was entitled shall be deemed to have been surrendered to Coeur.
(c) Any payment made by way of cheque by the Depositary on behalf of Canadian Bidco or Palmarejo that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Date, shall cease to represent a right or claim of an...
Exchange of Certificates for Consideration. (a) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented one or more outstanding Corporation Common Shares which were exchanged for Transaction Consideration in accordance with Section 3.3(n), together with the Letter of Transmittal and such other documents and instruments as would have been required to effect the transfer of the Corporation Common Shares formerly represented by such certificate under the CBCA and the by-laws of Corporation and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, a certificate representing the Yamana Common Shares, a certificate representing the New Corporation Common Shares and a cheque for the cash consideration to which such holder is entitled to receive in accordance with Section 3.3(n).
Exchange of Certificates for Consideration. At the Closing, the ------------------------------------------ Stockholders shall deliver to CenterPoint the original certificates representing the Company Equity or other evidence of ownership in a form and substance acceptable to CenterPoint, duly endorsed in blank by the Stockholders or accompanied by blank stock powers, in exchange for (i) issuance and delivery by CenterPoint to the Stockholders of certificates representing the number of shares of CenterPoint Common Stock determined in accordance with Section 2.1, ----------- and (ii) delivery by CenterPoint of the Notes. The Stockholders agree promptly to cure any deficiencies with respect to the endorsement of the certificates or other documents of conveyance with respect to such Company Equity. The certificates representing CenterPoint Common Stock to be delivered pursuant to this Article II shall bear legends as provided in Section 12.3
Exchange of Certificates for Consideration. At the Closing, Centerprise shall receive the original Company Stock certificates, duly endorsed in blank by the Company's stockholder(s) or accompanied by blank stock powers, in exchange for the allocated share of (a) Centerprise Common Stock certificates representing the Stock Consideration, which shares shall be registered pursuant to a Registration Statement on Form S-4, and (b) payment of the Cash Consideration by certified check, cashier's check or wire transfer of immediately available funds to a bank account or bank accounts in the amounts and manner specified by the Company in a writing delivered to Centerprise at least three (3) business days prior to the Closing Date. The shares represented by the Company Stock certificates so delivered to Centerprise shall be canceled. Until surrendered as contemplated by this Section 2.1.5, each certificate representing shares of Company Stock represents only the right to receive Basic Purchase Consideration, as adjusted in accordance with this Article II.
Exchange of Certificates for Consideration. At the Closing, Centerprise shall receive the original certificates representing the Company Equity or other evidence of ownership in a form and substance acceptable to Centerprise, duly endorsed in blank by the Stockholders or accompanied by blank stock powers, in exchange for (i) Centerprise Common Stock certificates representing the number of shares of Centerprise Common Stock determined in accordance with Section 2.1, and (ii) delivery by Centerprise of the Notes. The certificates representing Centerprise Common Stock to be delivered pursuant to this Article II shall bear a restrictive legend. At the Closing, all shares or membership interests of Company Equity shall be transferred and delivered to Centerprise, and each of the Stockholders holding a certificate or other evidence of ownership representing any such shares or membership interests of Company Equity shall cease to have any rights with respect thereto, except the right to receive the Stockholder's Note and Stock Purchase Consideration, the Net Value Contingent Payment and the Earn-out Contingent Payments.
Exchange of Certificates for Consideration. At the Closing, ------------------------------------------ the Stockholders shall deliver to CenterPoint the original certificates representing the Company Stock, duly endorsed in blank by the Stockholders or accompanied by blank stock powers, in exchange for (a) issuance and delivery by CenterPoint to the Stockholders of certificates representing the number of shares of CenterPoint Common Stock determined in accordance with Section 2.1, which shares shall be registered pursuant to a ----------- registration statement on Form S-4 (as defined in Section 4.3.3), and (b) ------------- payment by CenterPoint of the Aggregate Basic Cash Consideration by certified check, cashier's check or wire transfer of immediately available funds to a bank account or bank accounts in the amounts and manner specified by the Stockholder Representative in a writing delivered to CenterPoint at least three (3) business days prior to the Closing Date. The shares represented by the Company stock certificates so delivered shall be canceled.
