Exchange of Certificates Representing Xxxxxx Common Stock. (a) Prior to the Effective Time, Holdco shall appoint a bank or trust company reasonably satisfactory to Xxxxxx to act as exchange agent (the “Exchange Agent”). Holdco shall, when and as needed, deposit, or cause to be deposited with the Exchange Agent, for the benefit of the holders of shares of Xxxxxx Common Stock for exchange in accordance with this Article IV, (i) shares of Holdco Class A Common Stock (which shall be in non-certificated book-entry form) issuable pursuant to Section 4.01 and delivered pursuant to this Section 4.02 in exchange for outstanding shares of Xxxxxx Common Stock, promptly after the Effective Time and (ii) when and as needed, cash sufficient to pay cash in lieu of fractional shares of Holdco Class A Common Stock in accordance with Section 4.02(e) (such cash and shares of Holdco Class A Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). (b) Promptly after the Effective Time and in any event no later than the fifth business day following the Effective Time, Holdco shall cause the Exchange Agent to mail to each holder of record of one or more shares of Xxxxxx Common Stock: (A) a letter of transmittal (the “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 as Holdco may reasonably specify and (B) instructions for use in effecting the surrender of the Certificates or book-entry notation representing shares of Xxxxxx Common Stock (in each case, “Certificates”) in exchange for the applicable portion of the Xxxxxx Merger Consideration, any unpaid dividends and distributions on shares of Holdco Class A Common Stock in accordance with Section 4.02(c) and cash in lieu of fractional shares in accordance with Section 4.02(e). Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, completed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (x) that number of whole shares of Holdco Class A Common Stock and (y) a check representing the amount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article IV and after giving effect to any required withholding tax, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. If any portion of the Xxxxxx Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration of such Xxxxxx Merger Consideration that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such delivery of the Xxxxxx Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required by reason of such registration in the name of a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 4.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable portion of the Xxxxxx Merger Consideration, any unpaid dividends and distributions on shares of Holdco Class A Common Stock in accordance with Section 4.02(c) and cash in lieu of fractional shares in accordance with Section 4.02(e). In the event of a transfer of ownership of Xxxxxx Common Stock that is not registered in the transfer records of Xxxxxx, the proper number of shares of Holdco Class A Common Stock, together with a check for any unpaid dividends and distributions on shares of Holdco Class A Common Stock and/or the cash to be paid in lieu of fractional shares may be issued to such a transferee if the Certificate representing such Xxxxxx Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. All shares of Holdco Class A Common Stock issued upon the exchange of Xxxxxx Common Stock in accordance with the terms of this Article IV (including any cash paid pursuant to Section 4.02(c) or Section 4.02(e)) shall be deemed to have been issued or paid, as the case may be, in full satisfaction of all rights pertaining to the shares of Xxxxxx Common Stock. (c) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Holdco Class A Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate of Xxxxxx Common Stock with respect to the shares of Holdco Common Stock issuable upon surrender of such Certificate as a result of the exchange provided in this Article IV until such Certificate is surrendered as provided herein. Subject to the effect of Applicable Laws, following surrender of any such Certificate, there shall be paid to the holder of the Certificate so surrendered, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date prior to surrender payable with respect to the number of whole shares of Holdco Class A Common Stock issued pursuant to Section 4.01, less the amount of any withholding taxes, 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 and a payment date subsequent to surrender payable with respect to such whole shares of Holdco Class A Common Stock, less the amount of any withholding taxes. (d) After the Effective Time, there shall be no transfers on the stock transfer books of the Xxxxxx Surviving Entity of the shares of Xxxxxx Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to Holdco or the Exchange Agent, the presented Certificates shall be canceled and exchanged for certificates representing shares of Holdco Class A Common Stock and cash in lieu of fractional shares and any unpaid dividends on Holdco Class A Common Stock, if any, deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article IV. (e) No fractional shares of Holdco Class A Common Stock shall be issued in the Xxxxxx Merger, and such fractional share interests will not entitle the owner thereof to vote, or to any other rights of a stockholder of Holdco. All fractional shares of Holdco Class A Common Stock that a holder of shares of Xxxxxx Common Stock otherwise would be entitled to receive as a result of the Xxxxxx Merger shall be aggregated by the Exchange Agent, and the Exchange Agent shall cause the whole shares obtained thereby to be sold on behalf of such holders of shares of Xxxxxx Common Stock who otherwise would be entitled to receive such fractional shares of Holdco Class A Common Stock in the Xxxxxx Merger, in the open market or otherwise, in each case at then-prevailing market prices, as promptly as reasonably practicable after the Effective Time. Subject to Section 4.02(i), the Exchange Agent shall pay the net proceeds thereof, subject to the deduction of brokerage charges, commissions and transfer taxes, on a pro rata basis, without interest, as soon as practicable to the holders of Xxxxxx Common Stock that otherwise would be entitled to receive such fractional shares of Holdco Class A Common Stock in the Xxxxxx Merger. The payment of cash in lieu of fractional shares of Holdco Class A Common Stock to holders of Xxxxxx Common Stock is solely for the purpose of avoiding the expense and inconvenience to Holdco of issuing fractional shares and does not represent separately bargained for consideration. (f) Any portion of the Exchange Fund (including the proceeds of any investments thereof and any certificates for shares of Holdco Class A Common Stock) that remains undistributed to the former stockholders of Xxxxxx one year after the Effective Time shall, subject to any abandoned property, escheat or similar law, be delivered to Holdco. Any former stockholders of Xxxxxx who have not theretofore complied with this Article IV shall thereafter look only to Holdco for delivery of shares of Holdco Class A Common Stock and cash in lieu of fractional shares and for any unpaid dividends and distributions on the shares of Holdco Class A Common Stock deliverable to such former stockholder pursuant to this Agreement. None of Holdco, NAM, NAM Merger Sub, Xxxxxx, Xxxxxx Merger Sub, the Surviving Entities, or the Exchange Agent shall be liable to any Person for any portion of the Exchange Fund (or dividends or distributions with respect to Holdco Class A Common Stock) or any cash delivered to a public official in accordance with any applicable abandoned property, escheat or similar law. (g) None of Holdco, Xxxxxx, any Surviving Entity, the Exchange Agent or any other person shall be liable to any person for any portion of the Exchange Fund properly delivered to a public official pursuant to applicable abandoned property, escheat or similar law. (h) 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 Holdco, the posting by such person of a bond in such reasonable amount as Holdco 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, certificates representing the shares of Holdco Class A Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on shares of Holdco Class A Common Stock, as provided in Section 4.02(c), in each case, deliverable in respect thereof pursuant to this Agreement. (i) Each of NAM, Fowler, the Surviving Entities, the Exchange Agent and Holdco shall be entitled to deduct and withhold from any amounts otherwise payable or deliverable pursuant to this Agreement such amount as it is required to deduct and withhold with respect to the making of such payment under Applicable Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid or delivered to the Persons otherwise entitled thereto in respect of which such deduction and withholding was made.
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Samples: Merger Agreement (Forbes Energy Services Ltd.), Merger Agreement (Superior Energy Services Inc)
Exchange of Certificates Representing Xxxxxx Common Stock. (a) Prior to As of the Effective Time, Holdco Edge shall appoint a its transfer agent for Edge Common Stock or such other bank or trust company reasonably satisfactory to Xxxxxx to act as exchange agent (the “"Exchange Agent”"). Holdco , and Edge shall, when and as needed, deposit, or cause to be deposited with the Exchange Agent, Agent for the benefit of the holders of shares of Xxxxxx Common Stock for exchange in accordance with this Article IV4, (i) certificates representing the shares of Holdco Class A Edge Common Stock (which shall to be in non-certificated book-entry form) issuable issued pursuant to Section 4.01 4.2 and delivered pursuant to this Section 4.02 4.3 in exchange for outstanding shares of Xxxxxx Common Stock, promptly after the Effective Time and (ii) when . When and as needed, the Surviving Entity shall provide the Exchange Agent immediately following the Effective Time cash sufficient to pay cash in lieu of fractional shares of Holdco Class A Common Stock in accordance with Section 4.02(e4.3(b) and Section 4.3(e) (such cash and certificates for shares of Holdco Class A Edge Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “"Exchange Fund”").
(b) Promptly after the Effective Time and in any event no later than the fifth business day following the Effective Time, Holdco Edge shall cause the Exchange Agent to mail to each holder of record of one or more certificates ("Certificates") that immediately prior to the Effective Time represented shares of Xxxxxx Common Stock: Stock (other than to holders of shares of Xxxxxx Common Stock that, pursuant to Section 4.2(c), are canceled without payment of any consideration therefor and other than Dissenting Shares): (A) a letter of transmittal (the “"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 as Holdco Edge and Xxxxxx may reasonably specify agree and (B) instructions for use in effecting the surrender of the Certificates or book-entry notation in exchange for certificates representing shares of Xxxxxx Edge Common Stock (in each case, “Certificates”) in exchange for the applicable portion of the Xxxxxx Merger Consideration, any unpaid dividends and distributions on shares of Holdco Class A Common Stock in accordance with Section 4.02(c) and cash in lieu of fractional shares in accordance with Section 4.02(e)shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, duly executed, executed and such other documents as may reasonably be required by the Exchange Agent, completed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Holdco Class A Edge Common Stock and (y) a check representing the amount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article IV and 4, after giving effect to any required withholding tax, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. If any portion of the Xxxxxx Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration of such Xxxxxx Merger Consideration that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such delivery of the Xxxxxx Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required by reason of such registration in the name of a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 4.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable portion of the Xxxxxx Merger Consideration, any unpaid dividends and distributions on shares of Holdco Class A Common Stock in accordance with Section 4.02(c) and cash in lieu of fractional shares in accordance with Section 4.02(e). In the event of a transfer of ownership of Xxxxxx Common Stock that is not registered in the transfer records of Xxxxxx, a certificate representing the proper number of shares of Holdco Class A Edge Common Stock, together with a check for any unpaid dividends and distributions on shares of Holdco Class A Common Stock and/or the cash to be paid in lieu of fractional shares shares, may be issued to such a transferee if the Certificate representing such Xxxxxx Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. All shares of Holdco Class A Common Stock issued upon In the exchange of event that a holder has not previously exchanged their Certificates for Xxxxxx Common Stock in accordance connection with the terms 1 for 10 reverse stock split of this Article IV (including any cash paid pursuant to Section 4.02(c) or Section 4.02(e)) Xxxxxx, the effect of such reverse stock split shall be deemed to have been issued or paid, as the case may be, in full satisfaction of all rights pertaining taken into account (and appropriate notice thereof shall be given to the shares Exchange Agent by Xxxxxx) prior to the issuance of any certificate for Edge Common Stock in exchange for such Certificates for Xxxxxx Common Stock.
(c) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Holdco Class A Edge Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate of Xxxxxx Common Stock with respect to the shares of Holdco Edge Common Stock issuable upon surrender of represented by such Certificate as a result of the exchange conversion provided in this Article IV Section 4.2(b) until such Certificate is surrendered as provided herein. Subject to the effect of Applicable Lawsapplicable laws, following surrender of any such CertificateCertificate (other than Certificates representing Dissenting Shares), there shall be paid to the holder of the Certificate Certificates so surrendered, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender theretofore payable and a payment date prior to surrender payable not paid with respect to the number of whole shares of Holdco Class A Edge Common Stock issued pursuant to Section 4.014.2, less the amount of any withholding taxes, 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 and a payment date subsequent to surrender payable with respect to such whole shares of Holdco Class A Edge Common Stock, less the amount of any withholding taxes.
(d) After At or after the Effective Time, the Surviving Entity shall pay from funds on hand at the Effective Time any dividends or make other distributions with a record date prior to the Effective Time that may have been declared or made by Xxxxxx on shares of Xxxxxx Common Stock which remain unpaid at the Effective Time, and after the Effective Time, there shall be no transfers on the stock transfer books of the Xxxxxx Surviving Entity of the shares of Xxxxxx Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to Holdco or the Exchange AgentSurviving Entity, the presented Certificates shall be canceled and exchanged for certificates representing shares of Holdco Class A Edge Common Stock and cash in lieu of fractional shares and any unpaid dividends on Holdco Class A Common Stockshares, if any, deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article IV4. Certificates surrendered for exchange by any person constituting an "affiliate" of Xxxxxx for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act"), shall not be exchanged until Xxxxxx has received a written agreement from such person as provided in Section 7.11.
(e) No fractional shares of Holdco Class A Edge Common Stock shall be issued in pursuant hereto. In lieu of the Xxxxxx Merger, and such fractional share interests will not entitle the owner thereof to vote, or to issuance of any other rights of a stockholder of Holdco. All fractional shares of Holdco Class A Edge Common Stock pursuant to Section 4.2(b), cash adjustments provided by Merger Sub will be paid to holders in respect of any fractional shares of Edge Common Stock that a holder of shares of Xxxxxx Common Stock would otherwise would be entitled to receive as a result of the Xxxxxx Merger shall be aggregated by the Exchange Agentissuable, and the Exchange Agent shall cause the whole shares obtained thereby to be sold on behalf amount of such holders cash adjustment shall be equal to such fractional proportion of shares of Xxxxxx the Edge Common Stock who otherwise would be entitled to receive such fractional shares of Holdco Class A Common Stock in the Xxxxxx Merger, in the open market or otherwise, in each case at then-prevailing market prices, as promptly as reasonably practicable after the Effective Time. Subject to Section 4.02(i), the Exchange Agent shall pay the net proceeds thereof, subject to the deduction of brokerage charges, commissions and transfer taxes, on a pro rata basis, without interest, as soon as practicable to the holders of Xxxxxx Common Stock that otherwise would be entitled to receive such fractional shares of Holdco Class A Common Stock in the Xxxxxx Merger. The payment of cash in lieu of fractional shares of Holdco Class A Common Stock to holders of Xxxxxx Common Stock is solely for the purpose of avoiding the expense and inconvenience to Holdco of issuing fractional shares and does not represent separately bargained for considerationValue.
(f) Any portion of the Exchange Fund (including the proceeds of any investments thereof and any certificates for shares of Holdco Class A Edge Common Stock) that remains undistributed to the former stockholders of Xxxxxx one year after the Effective Time shall, subject to any abandoned property, escheat or similar law, shall be delivered to HoldcoEdge. Any former stockholders of Xxxxxx who have not theretofore complied with this Article IV 4 shall thereafter look only to Holdco Edge for delivery of certificates representing their shares of Holdco Class A Edge Common Stock and cash in lieu of fractional shares and for any unpaid dividends and distributions on the shares of Holdco Class A Edge Common Stock deliverable to such former stockholder pursuant to this Agreement. None of Holdco, NAM, NAM Merger Sub, Xxxxxx, Xxxxxx Merger Sub, the Surviving Entities, or the Exchange Agent shall be liable to any Person for any portion of the Exchange Fund (or dividends or distributions with respect to Holdco Class A Common Stock) or any cash delivered to a public official in accordance with any applicable abandoned property, escheat or similar law.
(g) None of HoldcoEdge, Xxxxxx, any the Surviving Entity, the Exchange Agent or any other person shall be liable to any person for any portion of the Exchange Fund properly delivered to a public official pursuant to applicable abandoned property, escheat or similar lawlaws.
(h) 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 Holdcothe Surviving Entity, the posting by such person of a bond in such reasonable amount as Holdco the Surviving Entity 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, Certificate certificates representing the shares of Holdco Class A Edge Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on shares of Holdco Class A Edge Common Stock, Stock (as provided in Section 4.02(c4.3(c), in each case), deliverable in respect thereof pursuant to this Agreement.
(i) Each of NAM, Fowler, the Surviving Entities, the Exchange Agent and Holdco shall be entitled to deduct and withhold from any amounts otherwise payable or deliverable pursuant to this Agreement such amount as it is required to deduct and withhold with respect to the making of such payment under Applicable Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid or delivered to the Persons otherwise entitled thereto in respect of which such deduction and withholding was made.
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Exchange of Certificates Representing Xxxxxx Common Stock. (a) Prior to As of the Effective Time, Holdco Edge shall appoint a its transfer agent for Edge Common Stock or such other bank or trust company reasonably satisfactory to Xxxxxx to act as 5 exchange agent (the “"Exchange Agent”"). Holdco , and Edge shall, when and as needed, deposit, or cause to be deposited with the Exchange Agent, Agent for the benefit of the holders of shares of Xxxxxx Common Stock for exchange in accordance with this Article IV4, (i) certificates representing the shares of Holdco Class A Edge Common Stock (which shall to be in non-certificated book-entry form) issuable issued pursuant to Section 4.01 4.2 and delivered pursuant to this Section 4.02 4.3 in exchange for outstanding shares of Xxxxxx Common Stock, promptly after the Effective Time and (ii) when . When and as needed, the Surviving Entity shall provide the Exchange Agent immediately following the Effective Time cash sufficient to pay cash in lieu of fractional shares of Holdco Class A Common Stock in accordance with Section 4.02(e4.3(b) and Section 4.3(e) (such cash and certificates for shares of Holdco Class A Edge Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “"Exchange Fund”").
(b) Promptly after the Effective Time and in any event no later than the fifth business day following the Effective Time, Holdco Edge shall cause the Exchange Agent to mail to each holder of record of one or more certificates ("Certificates") that immediately prior to the Effective Time represented shares of Xxxxxx Common Stock: Stock (other than to holders of shares of Xxxxxx Common Stock that, pursuant to Section 4.2(c), are canceled without payment of any consideration therefor and other than Dissenting Shares): (A) a letter of transmittal (the “"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 as Holdco Edge and Xxxxxx may reasonably specify agree and (B) instructions for use in effecting the surrender of the Certificates or book-entry notation in exchange for certificates representing shares of Xxxxxx Edge Common Stock (in each case, “Certificates”) in exchange for the applicable portion of the Xxxxxx Merger Consideration, any unpaid dividends and distributions on shares of Holdco Class A Common Stock in accordance with Section 4.02(c) and cash in lieu of fractional shares in accordance with Section 4.02(e)shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, duly executed, executed and such other documents as may reasonably be required by the Exchange Agent, completed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Holdco Class A Edge Common Stock and (y) a check representing the amount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article IV and 4, after giving effect to any required withholding tax, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. If any portion of the Xxxxxx Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration of such Xxxxxx Merger Consideration that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such delivery of the Xxxxxx Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required by reason of such registration in the name of a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 4.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable portion of the Xxxxxx Merger Consideration, any unpaid dividends and distributions on shares of Holdco Class A Common Stock in accordance with Section 4.02(c) and cash in lieu of fractional shares in accordance with Section 4.02(e). In the event of a transfer of ownership of Xxxxxx Common Stock that is not registered in the transfer records of Xxxxxx, a certificate representing the proper number of shares of Holdco Class A Edge Common Stock, together with a check for any unpaid dividends and distributions on shares of Holdco Class A Common Stock and/or the cash to be paid in lieu of fractional shares shares, may be issued to such a transferee if the Certificate representing such Xxxxxx Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. All shares of Holdco Class A Common Stock issued upon In the exchange of event that a holder has not previously exchanged their Certificates for Xxxxxx Common Stock in accordance connection with the terms 1 for 10 reverse stock split of this Article IV (including any cash paid pursuant to Section 4.02(c) or Section 4.02(e)) Xxxxxx, the effect of such reverse stock split shall be deemed to have been issued or paid, as the case may be, in full satisfaction of all rights pertaining taken into account (and appropriate notice thereof shall be given to the shares Exchange Agent by Xxxxxx) prior to the issuance of any certificate for Edge Common Stock in exchange for such Certificates for Xxxxxx Common Stock.
(c) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to shares of Holdco Class A Edge Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate of Xxxxxx Common Stock with respect to the shares of Holdco Edge Common Stock issuable upon surrender of represented by such Certificate as a result of the exchange conversion provided in this Article IV Section 4.2(b) until such Certificate is surrendered as provided herein. Subject to the effect of Applicable Lawsapplicable laws, following surrender of any such CertificateCertificate (other than Certificates representing Dissenting Shares), there shall be paid to the holder of the Certificate Certificates so surrendered, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender theretofore payable and a payment date prior to surrender payable not paid with respect to the number of whole shares of Holdco Class A Edge Common Stock issued pursuant to Section 4.014.2, less the amount of any withholding taxes, 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 and a payment date subsequent to surrender payable with respect to such whole shares of Holdco Class A Edge Common Stock, less the amount of any withholding taxes.
(d) After At or after the Effective Time, the Surviving Entity shall pay from funds on hand at the Effective Time any dividends or make other distributions with a record date prior to the Effective Time that may have been declared or made by Xxxxxx on shares of Xxxxxx Common Stock which remain unpaid at the Effective Time, and after the Effective Time, there shall be no transfers on the stock transfer books of the Xxxxxx Surviving Entity of the shares of Xxxxxx Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to Holdco or the Exchange AgentSurviving Entity, the presented Certificates shall be canceled and exchanged for certificates representing shares of Holdco Class A Edge Common Stock and cash in lieu of fractional shares and any unpaid dividends on Holdco Class A Common Stockshares, if any, deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article IV4. Certificates surrendered for exchange by any person constituting an "affiliate" of Xxxxxx for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act"), shall not be exchanged until Xxxxxx has received a written agreement from such person as provided in Section 7.11.
(e) No fractional shares of Holdco Class A Edge Common Stock shall be issued in pursuant hereto. In lieu of the Xxxxxx Merger, and such fractional share interests will not entitle the owner thereof to vote, or to issuance of any other rights of a stockholder of Holdco. All fractional shares of Holdco Class A Edge Common Stock pursuant to Section 4.2(b), cash adjustments provided by Merger Sub will be paid to holders in respect of any fractional shares of Edge Common Stock that a holder of shares of Xxxxxx Common Stock would otherwise would be entitled to receive as a result of the Xxxxxx Merger shall be aggregated by the Exchange Agentissuable, and the Exchange Agent shall cause the whole shares obtained thereby to be sold on behalf amount of such holders cash adjustment shall be equal to such fractional proportion of shares of Xxxxxx the Edge Common Stock who otherwise would be entitled to receive such fractional shares of Holdco Class A Common Stock in the Xxxxxx Merger, in the open market or otherwise, in each case at then-prevailing market prices, as promptly as reasonably practicable after the Effective Time. Subject to Section 4.02(i), the Exchange Agent shall pay the net proceeds thereof, subject to the deduction of brokerage charges, commissions and transfer taxes, on a pro rata basis, without interest, as soon as practicable to the holders of Xxxxxx Common Stock that otherwise would be entitled to receive such fractional shares of Holdco Class A Common Stock in the Xxxxxx Merger. The payment of cash in lieu of fractional shares of Holdco Class A Common Stock to holders of Xxxxxx Common Stock is solely for the purpose of avoiding the expense and inconvenience to Holdco of issuing fractional shares and does not represent separately bargained for considerationValue.
(f) Any portion of the Exchange Fund (including the proceeds of any investments thereof and any certificates for shares of Holdco Class A Edge Common Stock) that remains undistributed to the former stockholders of Xxxxxx one year after the Effective Time shall, subject to any abandoned property, escheat or similar law, shall be delivered to HoldcoEdge. Any former stockholders of Xxxxxx who have not theretofore complied with this Article IV 4 shall thereafter look only to Holdco Edge for delivery of certificates representing their shares of Holdco Class A Edge Common Stock and cash in lieu of fractional shares and for any unpaid dividends and distributions on the shares of Holdco Class A Edge Common Stock deliverable to such former stockholder pursuant to this Agreement. None of Holdco, NAM, NAM Merger Sub, Xxxxxx, Xxxxxx Merger Sub, the Surviving Entities, or the Exchange Agent shall be liable to any Person for any portion of the Exchange Fund (or dividends or distributions with respect to Holdco Class A Common Stock) or any cash delivered to a public official in accordance with any applicable abandoned property, escheat or similar law.
(g) None of HoldcoEdge, Xxxxxx, any the Surviving Entity, the Exchange Agent or any other person shall be liable to any person for any portion of the Exchange Fund properly delivered to a public official pursuant to applicable abandoned property, escheat or similar lawlaws.
(h) 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 Holdcothe Surviving Entity, the posting by such person of a bond in such reasonable amount as Holdco the Surviving Entity 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, Certificate certificates representing the shares of Holdco Class A Edge Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on shares of Holdco Class A Edge Common Stock, Stock (as provided in Section 4.02(c4.3(c), in each case), deliverable in respect thereof pursuant to this Agreement.
(i) Each of NAM, Fowler, the Surviving Entities, the Exchange Agent and Holdco shall be entitled to deduct and withhold from any amounts otherwise payable or deliverable pursuant to this Agreement such amount as it is required to deduct and withhold with respect to the making of such payment under Applicable Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid or delivered to the Persons otherwise entitled thereto in respect of which such deduction and withholding was made.
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