Exchange of Certificates Representing Shares. (a) As of the Effective Time, Parent shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent and reasonably satisfactory to the Company (the "Exchange Agent"), for the benefit of the holders of Shares, for exchange in accordance with this Article III, (i) certificates representing the number of Parent Shares issuable in the Merger, to be issued in respect of all Shares outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Merger (exclusive of shares to be cancelled pursuant to Section 3.1(b)), and (ii) cash to be paid in lieu of the issuance of fractional shares as provided in Section 3.4 hereof (such cash and certificates for Parent Shares being hereinafter referred to collectively as the "Exchange Fund").
(b) Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail (or deliver at its principal office) to each holder of record of a certificate or certificates representing Shares (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates for Shares shall pass, only upon delivery of the certificates for Shares to the Exchange Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the certificates for Shares. Upon surrender of a certificate for Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to receive in exchange therefor that portion of the Exchange Fund which such holder has the right to receive pursuant to the provisions of this Article III, after giving effect to any required withholding tax, and the certificate for Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash to be paid which is in the Exchange Fund as part of the Exchange Ratio. In the event of any transfer of ownership of Shares which has not been registered in the transfer records of the Company, certificates representing the proper number of Parent Shares, if any, together with a check in an amount equal to the proper amount of the cash component, if any, of the Exchange Fund, will be issued to the transferee of the certificate representing the transferred Sha...
Exchange of Certificates Representing Shares. Upon surrender of the Certificates representing Shares duly endorsed for transfer or accompanied by validly executed stock powers, Empress shall be entitled to receive in exchange therefor the Merger Consideration. Until so surrendered, each Certificate that, at the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive the Merger Consideration.
Exchange of Certificates Representing Shares. Upon surrender of the Certificates duly endorsed for transfer or accompanied by validly executed stock powers, HGHC shall be entitled to receive in exchange therefor the Merger Consideration. Until so surrendered, each Certificate that, at the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive a portion of the Merger Consideration.
Exchange of Certificates Representing Shares. (b) At the Effective Time, Baxter shall cause the Exchange Agent to mail (or deliver at its principal office) to each holder of record of Shares (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 delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Baxter may reasonably specify, and (ii) instructions for use in effecting the surrender of the Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to receive in exchange therefor that portion of the Exchange Fund which such holder has the right to receive pursuant to the provisions of this Article III, after giving effect to any required withholding tax, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash to be paid as part of the Merger Consideration. In the event of any transfer of ownership of Shares which has not been registered in the transfer records of the Company, certificates representing the proper number of Baxter Shares, if any, together with a check in an amount equal to the cash component of the Exchange Fund, will be issued to the transferee of the Certificate presented to the Exchange Agent, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer taxes associated with such transfer were paid.
Exchange of Certificates Representing Shares. (a) As soon as practicable after the Effective Time and upon the surrender of each certificate representing Accent Common Stock (each an "ACCENT CERTIFICATE"), properly endorsed, Lahaina shall promptly issue the Shareholders certificates evidencing each Shareholder's initial allocation of the Merger Shares as set forth on Schedule 4.1(a) hereto and each surrendered Accent Certificate shall forthwith be canceled. Certain of the Merger Shares allocated to the Shareholders pursuant to Schedule 4.1(b) shall be held by Lahaina pending satisfaction of certain Conditions of Release as set forth on Schedule 4.1(b) (the "Retained Shares"). As and when the Conditions of Release are fully satisfied for a particular Shareholder, the Lahaina Board shall cause Lahaina to release to such Shareholder the Retained Shares. Until surrendered and exchanged in accordance with this Section 4.1, each Accent Certificate shall represent solely the right to receive the Merger Shares. In the event the Conditions of Release are not fully satisfied within the timeframe defined in Section 4.1, or as otherwise modified by the Lahaina Board, the Shareholders shall cease to have any rights with
Exchange of Certificates Representing Shares. As of the Effective Time, the Corporation shall deposit, or shall cause to be deposited, [with an exchange agent selected by the Corporation on or prior to the Effective Time (the “Exchange Agent”)], for the benefit of the holders of Shares, for exchange in accordance with this Article 4, certificates representing the shares of Corporation Common Stock to be issued pursuant to Section 4.1 in exchange for outstanding Shares.
Exchange of Certificates Representing Shares. (i) As of the Effective Time, Acquiror shall make available, or shall cause to be made available, with an exchange agent selected by Acquiror, which shall be Acquiror's transfer agent or such other party reasonably satisfactory to the Corporation (the "Exchange Agent"), for the benefit of the holders of shares of Corporation Common Stock, for exchange in accordance with this Article 4, the aggregate Cash Consideration and certificates representing the aggregate Stock Consideration in each case, less the Escrow Adjustment, if any (such aggregate Stock Consideration, together with the amount of any dividends or distributions with respect thereto, the aggregate Cash Consideration as so deposited, and any of the Escrow Adjustment so deposited thereafter being hereinafter referred to as the "Exchange Fund") in exchange for outstanding shares of Corporation Common Stock.
(ii) Within a reasonable period following the Effective Time, Acquiror shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record (other than any of the Acquiror, Acquiror Subsidiaries or the Corporation) of a Certificate or Certificates (a) a letter of transmittal which shall specify that delivery shall be effected, and the risk of loss and title to the Certificates shall pass, upon (and only upon) delivery of the Certificates to the Exchange Agent, and which shall be in such form and have
Exchange of Certificates Representing Shares. (a) As of the Closing Date, Acquirer shall make available, or shall cause to be made available, to Interwest Transfer Agency, Inc. ("Agent") which is the Transfer Agent for Acquirer and Sub, for the benefit of Sub shareholders, certificates representing a sufficient number of shares of Acquirer's Common Stock necessary for the Agent to effectuate the exchange. Acquirer shall provide appropriate letters of instruction, together with Board resolutions, directing the issuance and transmittal of Subject shares.
(b) In the event 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 Acquirer, the posting by such person of a bond in such reasonable amount as the Acquirer may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate shares of Acquirer Common Stock.
Exchange of Certificates Representing Shares. (a) On the Closing Date, Acquiror shall make available certificates representing a sufficient number of shares of Acquiror Voting Common Stock in exchange for the outstanding Common Shares or Preferred Shares, less the number of shares held pursuant to the Escrow Agreement.
(b) Notwithstanding any other provisions of this Agreement, no dividends on Acquiror Voting Common Stock shall be paid with respect to any Common Shares or Preferred Shares represented by a Certificate until such Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the holder of certificates representing shares of Acquiror Voting Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such shares of Acquiror Voting Common Stock, and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender thereof and a payment date subsequent to surrender thereof payable with respect to such shares of Acquiror Voting Common Stock, less the amount of any withholding taxes that may be required thereon.
(c) At or after the Effective Time, there shall be no transfers on the stock transfer books of the Corporation of Common or Preferred Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for certificates for shares of Acquiror Voting Common Stock upon surrender of such Certificates to the Acquiror.
(d) Notwithstanding any other provision of this ARTICLE V, no --------- fractional shares of Acquiror Voting Common Stock will be issued and any holder of Common or Preferred Shares entitled hereunder to receive a fractional share of Acquiror Voting Common Stock, but for this SECTION 5.2(d) will be entitled ------------- hereunder to receive no such fractional share of Acquiror Voting Common Stock, but a cash payment in lieu thereof; provided, that the cash payment shall not exceed the product of (i) Five Dollars and no/100 ($5.00), multiplied by (ii) such fractional share.
(e) None of the Acquiror, the Corporation, or ...
Exchange of Certificates Representing Shares
