Exchange of Certificates; Payment of Merger Consideration. (a) Prior to the Effective Time, Parent shall designate an exchange agent (which may be Parent or a subsidiary of Parent) to act as exchange agent (the “Exchange Agent”) in the Merger.
Exchange of Certificates; Payment of Merger Consideration. Each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented issued and outstanding shares of Alamosa-TX Stock (the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.01 shall surrender such Certificates for cancellation to Alamosa-DE, duly executed, and immediately following the Effective Time. Alamosa-DE shall issue to such holder in exchange therefor a certificate representing the number of shares of Alamosa-DE Stock that such holder has the right to receive pursuant to the provisions of Section 3.01. Upon payment of the Merger Consideration, the Certificates so surrendered shall forthwith be canceled. Agreement and Plan of Merger ALAMOSA PCS HOLDINGS, INC.
Exchange of Certificates; Payment of Merger Consideration. Prior to the execution and delivery of this Agreement, each of the Stockholders (i) was given the opportunity to elect to receive its respective Pro Rata Percentage of the Merger Consideration in cash in lieu of CHP Common Shares and (ii) irrevocably made the election indicated opposite such Stockholder’s name on Schedule I to this Agreement. At the Closing, upon surrender to CHP of the Advisor Common Share Certificates by the Stockholders for cancellation, properly endorsed for transfer, together with any other required documents, (x) each of the Stockholders (who have not elected to receive cash in lieu of CHP Common Shares as set forth opposite such Stockholder’s name on Schedule I of this Agreement) shall receive CHP Common Shares, pro rata based on their relative equity interests in the Advisor as of the Closing Date, as set forth opposite such Stockholder’s name on Schedule I to the Agreement (which Schedule I will be amended to reflect any transfer of any Advisor Common Shares between the date of the Agreement and the Closing Date as contemplated in Section 4.4 below) (each such Stockholder’s equity percentage set forth on Schedule I, its “Pro Rata Percentage”), and each of the Advisor Common Share Certificates so surrendered shall forthwith be canceled, and (y) each of the Stockholders who has elected to receive cash in lieu of CHP Common Shares as set forth opposite such Stockholder’s name on Schedule I to this Agreement shall receive its Pro Rata Percentage of the Merger Consideration in cash in lieu of CHP Common Shares; provided, however, that in no event shall the amount of cash received by the Stockholders as Merger Consideration in the Merger (other than amounts paid as cash in lieu of fractional CHP Common Shares) exceed 10% of the aggregate value of the Merger Consideration, and each of the Advisor Common Share Certificates so surrendered shall forthwith be canceled. Prior to the Closing, Schedule I shall be amended by CHP and the Advisor to indicate the number of CHP Common Shares and the amount of cash to be delivered to each of the Stockholders pursuant to this Section 4.2 based on their Pro Rata Percentage of the Merger Consideration. The Stockholders (other than any Stockholder electing to receive cash in lieu of CHP Common Shares) shall also receive cash in lieu of fractional CHP Common Shares as contemplated by Section 4.3. If any Advisor Common Share Certificate shall have been lost, stolen or destroyed, upon the making of an affid...
Exchange of Certificates; Payment of Merger Consideration. Each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented issued and outstanding shares of TEXCORP Common or Preferred Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.01 shall surrender such Certificates for cancellation to DELCORP, duly executed, and immediately following the Effective Time. DELCORP shall issue to such holder in exchange therefor a certificate representing the number of shares of DELCORP Common or Preferred Stock that such holder has the right to receive pursuant to the provisions of Section 3.01. Upon payment of the Merger Consideration, the Certificates so surrendered shall forthwith be canceled.
Exchange of Certificates; Payment of Merger Consideration. At the closing, the Shareholders shall surrender to MTLM their stock certificates representing their Cozzx Xxxres. Upon receipt of the stock certificates, MTLM shall cancel such stock certificates and MTLM shall promptly pay the cash portion of the Merger consideration and issue a certificate representing the MTLM Shares into which such Cozzx Xxxres previously represented by the surrendered certificate shall have been converted at the Effective Time; provided, however, MTLM shall withhold from each Shareholder his pro-rata portion of 1,150,000 MTLM Shares (collectively, the "ESCROW SHARES") and shall deliver a certificate representing the Escrow Shares to an escrow agent acceptable to MTLM and the Shareholders (the "ESCROW AGENT"). The Escrow Agent shall hold the Escrow Shares in escrow pursuant to an escrow agreement in the form attached hereto as Exhibit A (the "ESCROW AGREEMENT"). Until so surrendered, the certificates representing the Cozzx Xxxres shall, at and after the Effective Time, be deemed for all purposes to represent and evidence only the right to receive the per share consideration set forth in Section 1.4, for each share represented by such certificates, and no interest shall be paid or accrued on such amount and the holders of such Cozzx xxxck certificates shall cease to have any rights as common shareholders of the Company.
Exchange of Certificates; Payment of Merger Consideration. At the Closing, the Shareholders shall surrender to Parent their stock certificate(s) representing their Target Shares. Upon receipt of the stock certificates, Parent shall cancel such stock certificates and Parent shall thereupon issue a stock certificate representing the Preferred Shares into which such Target Shares previously represented by the surrendered certificate shall have been converted at the Effective Time. From and after the Effective Time, until so surrendered, the Company stock certificates shall be deemed for all purposes to represent and evidence only the right to receive the per share consideration set forth in SECTION 1.4, for each share represented by such certificates, and no interest shall be paid or accrued on such amount and the holders of such Company stock certificates shall cease to have any rights as common shareholders of the Company.
Exchange of Certificates; Payment of Merger Consideration. (a) On the Closing Date, immediately prior to the Effective Time, the Stockholders shall deliver to the Purchaser stock certificates representing all of the issued and outstanding Shares.
Exchange of Certificates; Payment of Merger Consideration. (a) At the Effective Time, Purchaser shall deliver, by wire transfer of immediately available funds, (i) to the Paying Agent an amount in cash equal to the Closing Amount minus the Escrow Amount (the “Closing Payment”) and (ii) to the Escrow Agent, the Escrow Amount.
Exchange of Certificates; Payment of Merger Consideration. Each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented issued and outstanding shares of Trek-UT Stock or the Trek-UT Preferred Stock (the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.01 shall surrender such Certificates for cancellation to Trek-DE or its transfer agent, duly endorsed and executed, immediately following the Effective Time. Trek-DE shall issue or cause to be issued to such holder in exchange therefor a certificate representing the number of shares of Trek-DE Stock that such holder has the right to receive pursuant to the provisions of Section 3.01. Upon payment of the Merger Consideration, the Certificates so surrendered shall forthwith be canceled.
Exchange of Certificates; Payment of Merger Consideration. (a) Promptly following the Effective Time (but on the Closing Date or, if confirmation of the filing of the Certificate of Merger has not been obtained prior to 1PM Pacific Time on the Closing Date, then on the first business day after the Closing Date), Sorrento shall (or shall cause Parent to) deposit cash in an amount equal to the Initial Cash Amount with Wilmington Trust N.A. (the “Paying Agent”), as contemplated by that certain paying agent agreement entered into by the Paying Agent with Parent concurrently with the execution and delivery of this Agreement..
