EXCHANGE OF CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON STOCK Sample Clauses

EXCHANGE OF CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON STOCK a. On the Closing Date (i) the Physician, as the holder of a certificate or certificates representing shares of Company Common Stock, upon surrender of such certificate or certificates, shall receive, as part of the Merger Consideration, the number of shares of Vision 21 Common Stock determined in accordance with the provisions of Exhibit 2.8(a) attached hereto; and (ii) until the certificate or certificates representing Company Common Stock have been surrendered by the Physician and replaced by a certificate or certificates representing Vision 21 Common Stock, the certificate or certificates representing Company Common Stock shall, for all purposes be deemed to evidence ownership of the number of shares of Vision 21 Common Stock determined in accordance with the provisions of Exhibit 2.8(a) attached hereto. All shares of Vision 21 Common Stock issuable to the Physician in the Merger shall be deemed for all purposes to have been issued by Vision 21 at the Effective Time, although the Merger Consideration shall not actually be paid by Vision 21 to the Physician until the Closing Date.
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EXCHANGE OF CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON STOCK. (a) On the Closing Date, (i) the Shareholders, as the holders of all outstanding certificates representing shares of Company common stock, shall, upon surrender of such certificates, be entitled to receive the Merger Consideration and (ii) until the certificates representing Company common stock have been surrendered by Shareholders and replaced by certificates representing Premier common stock, the certificates for Company common stock shall, for all purposes, be deemed to evidence ownership of Premier common stock in such share amounts as will be issued pursuant to Annex I.
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EXCHANGE OF CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON STOCK. (a) At or after the Closing Date, (i) the Shareholders, as the holders of all outstanding certificates representing shares of Company common stock, shall, upon surrender of such certificates, be entitled to receive the Merger Consideration and (ii) until the certificates representing Company common stock have been surrendered by Shareholders and replaced by certificates representing PRG common stock, or until the certificates of PRG common stock are received by Shareholders, whichever is first, the certificates for Company common stock shall, for all purposes, be deemed to evidence ownership of PRG common stock.
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EXCHANGE OF CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON STOCK a. Each Stockholder shall deliver to Vision Twenty-One at Closing the certificate or certificates representing Company Common Stock owned by him, duly endorsed in blank by such Stockholder, or accompanied by duly endorsed stock powers in blank, and with all necessary transfer tax and other revenue stamps, acquired at such Stockholder's expense, affixed and cancelled. Each Stockholder agrees to cure any deficiencies with respect to the endorsement of the certificates or other documents of conveyance with respect to such Company Common Stock or with respect to the stock powers accompanying any Company Common Stock.
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EXCHANGE OF CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON STOCK a. On the Closing Date (i) the Physician, as the holder of a certificate or certificates representing shares of Company Common Stock, upon surrender of such certificate or certificates, shall receive, as part of the Merger Consideration, the number of shares of Vision 21 Common Stock determined in accordance with the provisions of Exhibit 2.8(a) attached hereto; and
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EXCHANGE OF CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON STOCK. 2.9.1 At or after the Effective Time and at Closing (i) the Stockholder, as the holder of a certificate or certificates representing shares of Company Capital Stock, shall, upon surrender of such certificate or certificates, receive the number of shares of Acquiror Common Stock
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EXCHANGE OF CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON STOCK. (a) Prior to the Effective Time, Purchaser shall appoint a commercial bank or trust company reasonably satisfactory to the Company, to act as paying agent hereunder (the “Paying Agent”) for the purpose of exchanging certificates representing Company Common Stock (or, in the case of uncertificated shares, evidence of such share of Company Common Stock in book-entry form) (each, a “Certificate”) for the Merger Consideration in accordance with this ARTICLE IV. At or prior to the Effective Time, Purchaser shall deposit with, or shall cause to be deposited with, the Paying Agent (i) certificates evidencing the aggregate number of shares of Purchaser Common Stock constituting the aggregate Stock Merger Consideration, (ii) cash in an amount sufficient to pay the aggregate Cash Merger Consideration and (iii) Purchaser Notes evidencing the aggregate Notes Merger Consideration (if any) (in each case other than for shares of Dissenting Common Stock, if any), in each case pursuant to Section 4.2(b). In addition, Purchaser shall deposit with, or shall cause to be deposited with, the Paying Agent, as necessary from time to time after the Effective Time, any cash in lieu of fractional shares payable pursuant to Section 4.3(e), any cash in lieu of Fractional Purchaser Notes payable pursuant to Section 4.3(f) and any dividends or other distributions or payments payable pursuant to Section 4.3(d). All shares of Purchaser Common Stock, Purchaser Notes, cash, dividends, distributions and other payments deposited with the Paying Agent pursuant to this Section 4.3(a) is hereinafter referred to as the “Exchange Fund.”
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Related to EXCHANGE OF CERTIFICATES REPRESENTING SHARES OF COMPANY COMMON STOCK

  • Legend on Common Stock Certificates Certificates for shares of the ------------------------------------- Common Stock issued after the Record Time but prior to the Separation Time shall evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement, dated as of October 11, 2001 (as such may be amended from time to time, the "Rights Agreement"), between Central Bancorp, Inc. (the "Company") and Registrar and Transfer Company, the Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged for shares of Common Stock or other securities or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or "Adverse Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. Until the Separation Time, certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall evidence one Right for each share of Common Stock evidenced thereby notwithstanding the absence of the foregoing legend.

  • Legend on Stock Certificates Certificates evidencing the Option Shares, to the extent appropriate at the time, shall have noted conspicuously on the certificates a legend intended to give all persons full notice of the existence of the conditions, restrictions, rights and obligations set forth herein and in the Plan.

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights.

  • Conversion of Shares Exchange of Certificates Section 2.1 Effect on Capital Stock. 3 Section 2.2 Exchange of Certificates. 4 Section 2.3 Treatment of Company Options, Company RSU Awards and Company Restricted Shares. 6 ARTICLE III

  • Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuance, then such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Issuance of Additional Shares of Common Stock (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction:

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Legends on Stock Certificates All stock certificates representing shares of Common Stock issued to the Optionee upon exercise of this option shall have affixed thereto legends substantially in the following forms, in addition to any other legends required by applicable state law: "The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 and may not be transferred, sold or otherwise disposed of in the absence of an effective registration statement with respect to the shares evidenced by this certificate, filed and made effective under the Securities Act of 1933, or an opinion of counsel satisfactory to the Company to the effect that registration under such Act is not required." "The shares of stock represented by this certificate are subject to certain restrictions on transfer contained in an Option Agreement, a copy of which will be furnished upon request by the issuer."

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