Exchange of Certificates. Within three business days after the Effective Time, Buyer shall take all steps necessary to cause the Exchange Agent to mail to each Record Holder of a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for certificates representing the Buyer Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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. Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate for the number of whole shares of Buyer Common Stock to which such holder of Safety Fund Common Stock shall have become entitled pursuant to the provisions of this Section 2.8 and (y) a check representing the amount of cash in lieu of the fractional shares, if any, which such holder has the right to receive in respect of Certificates surrendered pursuant to the provisions of this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled. 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 Buyer, the posting by such person of a bond in such amount as Buyer 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 the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CFX Corp), Agreement and Plan of Merger (Safety Fund Corp), Agreement and Plan of Merger (CFX Corp)
Exchange of Certificates. Within three business days (a) At or as soon as practicable after the Effective Time, Buyer shall take all steps necessary Parent will send to cause the Exchange Agent to mail to each Record Holder holders of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing the Buyer Parent Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentStock. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executedtransmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for representing the number of whole shares of Buyer Parent Common Stock to which that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1, and (y) a check representing the amount of cash in lieu of Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.7, each Company Stock Certificate shall be deemed, from and after the fractional sharesEffective Time, if any, which such holder has to represent only the right to receive in respect upon such surrender a certificate representing shares of Certificates surrendered pursuant to the provisions of Parent Common Stock as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making payment of an affidavit any cash and the issuance of that fact by any certificate representing Parent Common Stock, require the person claiming owner of such Certificate to be lost, stolen or destroyed andCompany Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreement, if required by Buyer, indemnifying Parent and the posting by such person of a bond in such amount as Buyer may direct as indemnity Surviving Corporation against any claim that may be made against it Parent or the Surviving Corporation with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Long Terry J), Agreement and Plan of Merger and Reorganization (Papais Lou A), Agreement and Plan of Merger and Reorganization (La Man Corporation)
Exchange of Certificates. Within three business days (a) At or as soon as practicable after the Effective Time, Buyer shall take all steps necessary Parent will send to cause the Exchange Agent to mail to each Record Holder holders of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing the Buyer Parent Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentStock. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executedtransmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for representing the number of whole shares of Buyer Parent Common Stock to which that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (y) a check representing the amount of and cash in lieu of the any fractional shares, if any, which such holder has the right to receive in respect share of Certificates surrendered pursuant to the provisions of Parent Common Stock) as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing Parent Common Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such amount sum as Buyer Parent may direct reasonably direct) as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 2 contracts
Samples: Affiliate Agreement (Zitel Corp), Agreement and Plan of Merger and Reorganization (Siebel Systems Inc)
Exchange of Certificates. Within three business days after the Effective Time, Buyer shall take all steps necessary to cause the Exchange Agent to mail to each Record Holder of a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for certificates representing the Buyer Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety FundA) 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. Upon surrender of a PVAXX Stock Certificate for exchange and cancellation to the Exchange AgentTransfer Agent for exchange, together with such letter of transmittal, duly executedother documents as may be reasonably required by OAK BROOK, the holder of such PVAXX Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for representing the number of whole shares of Buyer Common Stock to which such holder of Safety Fund Common Stock shall have become entitled pursuant to the provisions of this Section 2.8 and (y) a check representing the amount of cash in lieu of the fractional shares, if any, which OAK BROOK Shares that such holder has the right to receive in respect of Certificates surrendered pursuant to the provisions of this Section 2.81:7, and the Certificates PVAXX Stock Certificate so surrendered shall forthwith be cancelledcanceled. In Until surrendered as contemplated by this Section 1:10, each PVAXX Stock Certificate shall be deemed, from and after the event Closing Date, to represent only the right to receive upon such surrender a certificate representing shares of OAK BROOK Common Stock or OAK BROOK Preferred Stock, as the case may be, as contemplated by Section 1:7. If any PVAXX Stock Certificate shall have been lost, stolen or destroyed, upon OAK BROOK may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing OAK BROOK Common Stock or OAK BROOK Preferred Stock, as the case may be, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of PVAXX Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such amount sum as Buyer OAK BROOK may direct reasonably direct) as indemnity against any claim that may be made against it OAK BROOK with respect to such PVAXX Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 2 contracts
Samples: Plan and Agreement (Pvaxx Corp), Plan and Agreement (Pvaxx Corp)
Exchange of Certificates. Within three business days (a) At or as soon as practicable after the Effective Time, Buyer shall take all steps necessary to cause the Exchange Agent to mail Netivation will send to each Record Holder holder of a Raintree Stock Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in customary form and containing such provisions as may reasonably be required for use in effecting the surrender of the Certificates such Raintree Stock Certificate for certificates representing the Buyer Common Stock payment therefor and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 Agentconversion thereof. Upon surrender of a Raintree Stock Certificate to Netivation for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executedtransmittal and such other documents as may be reasonably required by Netivation, the holder of such Raintree Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for certificates representing the number of whole shares of Buyer Common Netivation Stock to which that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1 and the Raintree Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8, each Raintree Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Netivation Stock (y) a check representing the amount of and cash in lieu of the any fractional shares, if any, which such holder has the right to receive in respect share of Certificates surrendered pursuant to the provisions of Netivation Stock) as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any Raintree Stock Certificate shall have been lost, stolen or destroyed, upon Netivation may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificates representing Netivation Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of a bond in such amount as Buyer 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 Raintree Stock Certificate the Merger Consideration deliverable to provide an appropriate affidavit and to deliver a bond (in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(csuch sum as Netivation may reasonably direct) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereofindemnity.
Appears in 1 contract
Exchange of Certificates. Within three business days (a) At or as soon as practicable after the Effective Time, Buyer shall take all steps necessary Parent will send to cause the Exchange Agent to mail to each Record Holder holders of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing the Buyer Parent Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentStock. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executedtransmittal and such other documents as may reasonably be required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for representing the number of whole shares of Buyer Parent Common Stock to which that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.11, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (y) a check representing the amount of and cash in lieu of the any fractional shares, if any, which such holder has the right to receive in respect share of Certificates surrendered pursuant to the provisions of Parent Common Stock) as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing Parent Common Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such amount sum as Buyer Parent may direct reasonably direct) as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Company Stock Certificate. (b) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, and no cash payment in lieu of any fractional share shall be paid to any such holder, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.11 (at which time such holder shall be entitled to receive all such dividends and distributions and such cash payment). 6 13 (c) No fractional shares of Parent Common Stock shall be issued in connection with the Exchange Agent will issue Merger, and no certificates for any such fractional shares shall be issued. In lieu of such fractional shares, any holder of capital stock of the Company who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, upon surrender of such holder's Company Stock Certificate(s), be paid in exchange for cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such lost, stolen fraction by the Designated Parent Stock Price. (d) Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or destroyed Certificate otherwise deliverable to any holder or former holder of capital stock of the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) Company pursuant to this Agreement such amounts as Parent or the Surviving Corporation may be required to deduct or withhold therefrom under the Securities Act Code or under any provision of 1933state, local or foreign tax law. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as amended having been paid to the Person to whom such amounts would otherwise have been paid. (e) Neither Parent nor the "Securities Act") Surviving Corporation shall not be exchanged liable to any holder or former holder of capital stock of the Company for -------------- certificates representing any shares of Buyer Parent Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.(or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar law. 1.12
Appears in 1 contract
Samples: Shareholder Agreement (Caere Corp)
Exchange of Certificates. Within three business days after In connection with the Closing, each Series A Holder holding a certificate or certificates, which prior to the Effective TimeTime represented shares of Series A-1 Preferred Stock or Series A-2 Preferred Stock, Buyer shall take all steps necessary to cause deliver such certificates, endorsed in blank together with duly executed stock powers transferring the Exchange Agent to mail to each Record Holder of a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for certificates representing the Buyer Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject certificates, to the reasonable approval of Safety Fund) 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 AgentParent. Upon surrender of a Certificate for exchange and cancellation such instruments to the Exchange Agent, together with such letter of transmittal, duly executedParent, the holder of such Certificate certificate shall be entitled to receive in exchange therefor (x) solely such amounts from Parent and Holdco, on a certificate for the number of whole shares of Buyer Common Stock to which such holder of Safety Fund Common Stock shall have become entitled joint and several basis, pursuant to the provisions of this Section 2.8 and (y2.01(b) a check representing the amount of cash in lieu of the fractional shares, if any, which such holder has the right to receive in respect of Certificates surrendered pursuant to the provisions of this Section 2.8hereof, and the Certificates certificate so surrendered shall forthwith be cancelledcanceled. 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 Buyer, the posting by such person of a bond transfer of ownership of Series A-1 Preferred Stock or Series A-2 Preferred Stock that is not registered in such amount as Buyer may direct as indemnity against any claim that the transfer records of the Company, payment may be made against it with respect to a Person other than the Person in whose name the certificate so surrendered is registered, if such Certificatecertificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such certificate or to establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03, each certificate for Series A Preferred Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable payments pursuant to Section 2.01(b), without interest. No interest will be paid or will accrue on cash payable upon the surrender of any such certificate. At the close of business on the day on which the Effective Time occurs, the Exchange Agent will issue in exchange stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any certificated or uncertificated shares are presented to the Surviving Corporation for such losttransfer, stolen or destroyed Certificate they shall be canceled, if applicable, against delivery of cash to the Merger Consideration deliverable in respect holder thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereofprovided in this ARTICLE II.
Appears in 1 contract
Exchange of Certificates. Within three business days (a) At or as soon as practicable after the Effective Time, Buyer shall take all steps necessary Parent will send to cause the Exchange Agent to mail to each Record Holder holders of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for cash and certificates representing the Buyer Parent Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentStock. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executedtransmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) cash and a certificate for representing the number of whole shares of Buyer Parent Common Stock to which that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1, and (y) a check representing the amount of cash in lieu of Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.6, each Company Stock Certificate shall be deemed, from and after the fractional sharesEffective Time, if any, which such holder has to represent only the right to receive upon such surrender cash and a certificate representing shares of Parent Common Stock as provided in respect of Certificates surrendered pursuant to the provisions of this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled. In the event 1.4 If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making payment of an affidavit any cash and the issuance of that fact by any certificate representing Parent Common Stock, require the person claiming owner of such Certificate to be lost, stolen or destroyed andCompany Stock Certificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreement, if required by Buyer, indemnifying Parent and the posting by such person of a bond in such amount as Buyer may direct as indemnity Surviving Corporation against any claim that may be made against it Parent or the Surviving Corporation with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Display Technologies Inc)
Exchange of Certificates. Within three business days after (a) At the Effective TimeClosing, Buyer all outstanding Company Stock Certificates shall take all steps necessary be delivered to cause the Exchange Agent to mail to each Record Holder of Parent for exchange, together with a Certificate or Certificates, a form duly executed letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for certificates representing the Buyer Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented such other documents as may be reasonably required by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentParent. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executedexchange, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (xi) a Parent corporate check as set forth in Section 1.6(b) and (ii) twenty (20) days after the Closing, a certificate for representing the number of whole shares of Buyer Parent Common Stock to which such holder of Safety Fund Common Stock shall have become entitled pursuant to the provisions of this Section 2.8 and (y) a check representing the amount of cash in lieu of the fractional shares, if any, which that such holder has the right to receive in respect of Certificates surrendered pursuant to the provisions of Section 1.6. Thereafter, each Shareholders who surrendered a Company Stock Certificate at the Closing shall be entitled to receive payments as set forth in Section 1.7, subject to the conditions thereof. Each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) and cash payments as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing Parent Common Stock or payment of that fact by any cash hereunder, require the person claiming owner of such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such amount sum as Buyer Parent may direct reasonably direct) as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Invision Technologies Inc)
Exchange of Certificates. Within three business days (a) At or as soon as practicable after the Effective Time, Buyer shall take all steps necessary Parent will send to cause the Exchange Agent to mail to each Record Holder holders of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing the Buyer Parent Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentStock. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executedtransmittal and such other documents as may be reasonably requested by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for representing the number of whole shares of Buyer Parent Common Stock to which (and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 1.9(c)) that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.9, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (y) a check representing the amount of and cash in lieu of the any fractional shares, if any, which such holder has the right to receive share of Parent Common Stock in respect of Certificates surrendered pursuant to the provisions of accordance with Section 1.9(c)) as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing Parent Common Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such amount sum as Buyer Parent may direct reasonably direct) as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 1 contract
Exchange of Certificates. Within three business days (a) At or as soon as practicable after the Effective Time, Buyer shall take all steps necessary Parent will send to cause the Exchange Agent to mail to each Record Holder holders of Target Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Target Stock Certificates in exchange for certificates representing the Buyer Parent Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentStock. Upon surrender of a Target Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executedtransmittal and such other documents as may be reasonably required by Parent, the holder of such Target Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for representing the number of whole shares of Buyer Parent Common Stock to which that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1, and Target Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.12, each Target Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (y) a check representing the amount of and cash in lieu of the any fractional shares, if any, which such holder has the right to receive in respect share of Certificates surrendered pursuant to the provisions of Parent Common Stock) as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any Target Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing Parent Common Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of Target Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such amount sum as Buyer Parent may direct reasonably direct) as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Target Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Walker Interactive Systems Inc)
Exchange of Certificates. Within three business days (a) As soon as practicable after the Effective Time, Buyer shall take all steps necessary Parent will send to cause the Exchange Agent to mail to each Record Holder holders of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing the Buyer Parent Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentStock. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executedtransmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for representing the number of whole shares of Buyer Parent Common Stock to which that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1 (and (y) a check representing the amount of cash in lieu of any fractional share of Parent Common Stock), and the fractional sharesCompany Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8, if anyeach Company Stock Certificate shall be deemed, which such holder has from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in respect lieu of Certificates surrendered pursuant to the provisions any fractional share of Parent Common Stock) as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing Parent Common Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such amount sum as Buyer Parent may direct reasonably direct) as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 1 contract
Exchange of Certificates. Within three business days (a) At or as soon as practicable after the Effective Time, Buyer shall take all steps necessary Parent will send to cause the Exchange Agent to mail to each Record Holder holders of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for the Certificates for certificates representing the Buyer Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentMerger Consideration. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executedtransmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for the number of whole shares of Buyer Common Stock to which Merger Consideration that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1, and (y) a check representing the amount of cash in lieu of Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.11, each Company Stock Certificate shall be deemed, from and after the fractional sharesEffective Time, if any, which such holder has to represent only the right to receive in respect of Certificates surrendered pursuant to upon such surrender the provisions of Merger Consideration as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing Parent Common Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of a bond in such amount as Buyer 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 Company Stock Certificate the Merger Consideration deliverable to provide an appropriate affidavit and to deliver a bond (in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(csuch sum as Parent may reasonably direct) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.indemnity
Appears in 1 contract
Exchange of Certificates. Within three business days (a) Subject to Section 1.8(b), at or as soon as practicable after the Effective Time, Buyer the holders of Company Common Stock shall take all steps necessary be entitled to cause certificates representing Parent Common Stock as calculated pursuant to Section 1.5(a)(i). Parent will send to the Exchange Agent to mail to each Record Holder holders of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing the Buyer Parent Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentStock. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executedtransmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for representing the number of whole shares of Buyer Parent Common Stock to which that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (y) a check representing the amount of and cash in lieu of the any fractional shares, if any, which such holder has the right to receive in respect share of Certificates surrendered pursuant to the provisions of Parent Common Stock) as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing Parent Common Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such amount sum as Buyer Parent may direct reasonably direct) as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Medibuy Com Inc)
Exchange of Certificates. Within three business days after At or prior to the Effective Time, Buyer ------------------------ Parent shall take all steps necessary reserve for exchange in accordance with this Article II, the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.02 in exchange for outstanding shares of Company Common Stock. At the Closing, Company and the Principal Stockholders shall cause the Exchange Agent each Stockholder that does not perfect its appraisal rights and is otherwise entitled to mail to each Record Holder receive shares of a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for certificates representing the Buyer Parent Common Stock and the cash in lieu pursuant to Section 2.02 (a "Merger Stockholder") ------------------ to surrender to Parent all certificates representing shares of fractional shares into which the Safety Fund Company Common Stock represented by such Certificates (properly endorsed for transfer and with all necessary transfer tax and other revenue stamps affixed and cancelled). No later than the Effective Time, Parent shall have been converted as a result of the Merger. The form letter (which shall be subject deliver to the reasonable approval of Safety Fund) 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. Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) each Merger Stockholder a certificate for representing the number of whole shares of Buyer Parent Common Stock that such Merger Stockholder has the right to which such holder of Safety Fund Common Stock shall have become entitled receive pursuant to the provisions of this Section 2.8 and (y) a check representing the amount of cash in lieu of the fractional shares, if any, which such holder has the right to receive in respect of Certificates surrendered pursuant to the provisions of this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled2.02. In the event If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing Parent Common Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of a bond in such amount as Buyer may direct as Company Stock Certificate to provide an appropriate affidavit and indemnity agreement against any claim that may be made against it Parent or the Surviving Company with respect to such Company Stock Certificate. At and after the Effective Time, each Company Stock Certificate shall, for all purposes, be deemed to evidence ownership of the Exchange Agent will issue number of shares of Parent Common Stock determined in exchange for accordance with Section 2.02 until such lost, stolen Company Stock Certificate has been surrendered by the holder thereof and replaced by a certificate or destroyed Certificate certificates representing Parent Common Stock. All shares of Parent Common Stock issuable to the Stockholders in the Merger Consideration deliverable in respect thereof. Certificates surrendered shall be deemed for exchange all purposes to have been issued by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under Parent at the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereofEffective Time.
Appears in 1 contract
Samples: Principal Stockholder Agreement (DTVN Holdings Inc)
Exchange of Certificates. (a) Within three five business days after the Effective TimeClosing Date, Buyer shall take all steps necessary Parent will send to cause the Exchange Agent to mail to each Record Holder holders of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing the Buyer Parent Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) shall specify that delivery shall be effectedFractional Share Amount, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agentif any. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittaltransmittal and such other documents as may be reasonably required by Parent, duly executed, (1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for representing the number of whole shares of Buyer Parent Common Stock to which such holder of Safety Fund Common Stock shall have become entitled pursuant to the provisions of this Section 2.8 and (y) a check representing the amount of cash in lieu of the fractional shares, if any, which that such holder has the right to receive in respect of Certificates surrendered pursuant to the provisions of this Section 2.81.5 (and the Fractional Share Amount, if any), and (2) the Certificates Company Stock Certificate so surrendered shall forthwith be cancelledcanceled. In Until surrendered as contemplated by this Section 1.7(a), each Company Stock Certificate shall be deemed, from and after the event Effective Time, to represent only the right to receive shares of Parent Common Stock (and the Fractional Share Amount, if any) as contemplated by Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing Parent Common Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of a bond in such amount as Buyer may direct Company Stock Certificate to provide an appropriate affidavit as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 1 contract
Exchange of Certificates. Within three business days after At the Effective TimeClosing, Buyer the Excel Company, on behalf of the Excel Company shareholders, shall take all steps necessary to cause the Exchange Agent to mail to each Record Holder of surrender certificate(s) evidencing Excel Company Common Stock duly endorsed in blank for transfer or accompanied by a Certificate or Certificates, stock power duly executed in blank in a form letter reasonably requested by the Parent to evidence the acknowledgement of transmittal for return and consent to the Exchange Agent and instructions for use in effecting the surrender sale of the Certificates Excel Company Common Stock in exchange for certificates representing the Buyer Parent Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentStock. Upon surrender of a an Excel Company Stock Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executedParent for exchange, the holder of such an Excel Company Stock Certificate shall be entitled to receive in exchange therefor (x) exchange, therefore at the Effective Date or as soon thereafter as reasonably practicable, a certificate for representing the number of whole shares of Buyer Parent Common Stock to which such holder of Safety Fund Common Stock shall have become entitled pursuant to the provisions of this Section 2.8 and (y) a check representing the amount of cash in lieu of the fractional shares, if any, which that such holder has the right to receive in respect of Certificates surrendered pursuant to the provisions of this Section 2.8, ARTICLE 2.5 and the Certificates Excel Company Stock Certificate so surrendered shall forthwith thereafter be cancelledcancelled and will cease to represent any interest in the Excel Company. In Immediately after the event Effective Time, the Parent shall deliver (or cause its transfer agent to deliver) to the Excel Company, on a pro rata basis, the Parent Common Stock in exchange for the certificates representing the Excel Company Common Stock. Until surrendered as contemplated by this ARTICLE 2.8, each Excel Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock as contemplated by this ARTICLE 2.8. If any Certificate Excel Company Stock Certificate(s) shall have been lost, stolen or destroyed, upon the making Parent may, in its discretion and as a condition precedent to the issuance of an affidavit any certificate representing Parent Common Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person Excel Company Stock Certificate(s) to provide an appropriate affidavit (an "Affidavit of Lost Excel Certificate") and to deliver a bond (in such amount sum as Buyer the Parent may direct reasonably direct) as indemnity against any claim that may be made against it the Parent or the Surviving Corporation with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Excel Company Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereofCertificate(s).
Appears in 1 contract
Exchange of Certificates. (a) Within three two business days after following the Effective Timeexecution of this Agreement, Buyer shall take all steps necessary to cause Parent will provide the Exchange Agent to mail to each Record Holder of Company with a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing the Buyer Common Stock and the a cash in lieu payment pursuant to Section 1.5 of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Mergerthis Agreement. The form Company will distribute such letter of transmittal and instructions to each Company shareholder that does not perfect its dissenters' rights and is otherwise entitled to receive cash pursuant to Section 1.5 (which shall be subject to the reasonable approval of Safety Fund) 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 Agenta "Merger Shareholder"). Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittaltransmittal and such other documents as may be reasonably required by Parent, duly executedfrom and after the Effective Time, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for the number of whole shares of Buyer Common Stock to which such holder of Safety Fund Common Stock shall have become entitled pursuant to the provisions of this Section 2.8 and (y) a check representing in the amount of cash in lieu of the fractional shares, if any, which that such holder has the right to receive in respect of Certificates surrendered pursuant to the provisions of Section 1.5 of this Section 2.8Agreement, and the Certificates Company Stock Certificate so surrendered shall forthwith be cancelledcanceled. In Within one business day after Parent receives oral confirmation from the event State Corporation Commission of the Commonwealth of Virginia that the articles of merger have been accepted for filing, Parent will (i) release and pay the amounts due to all holders of Company Stock Certificates who have surrendered their certificates along with their properly executed letters of transmittal prior to the Effective Time and (ii) repay the Investor Notes (as defined in Section 6.5(k)). Until surrendered as contemplated by this Section 1.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a cash payment pursuant to Section 1.5 of this Agreement. If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making of an affidavit any cash payment pursuant to this Agreement, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person Company Stock Certificate to provide an appropriate affidavit of a bond in such amount as Buyer may direct as loss and indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Vitria Technology Inc)
Exchange of Certificates. Within three business days (a) At or as soon as practicable after the Effective TimeClosing Date, Buyer shall take all steps necessary Parent will send to cause the Exchange Agent to mail to each Record Holder holders of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing the Buyer Parent Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentStock. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executedtransmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for representing the number of whole shares of Buyer Parent Common Stock to which that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock Certificate shall be deemed, from and after the Closing Date, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (y) a check representing the amount of and cash in lieu of the any fractional shares, if any, which such holder has the right to receive in respect share of Certificates surrendered pursuant to the provisions of Parent Common Stock) as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing Parent Common Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such amount sum as Buyer Parent may direct reasonably direct) as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Asyst Technologies Inc /Ca/)
Exchange of Certificates. Within three business days (a) At or as soon as practicable after the Effective Time, Buyer shall take all steps necessary Parent, or a transfer agent designated by Parent (the "Transfer Agent") will send to cause the Exchange Agent to mail to each Record Holder holders of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing the Buyer Parent Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentStock. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executedtransmittal and such other documents as may be reasonably required by Parent or the Transfer Agent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for representing the number of whole shares of Buyer Parent Common Stock to which that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (y) a check representing the amount of and cash in lieu of the any fractional shares, if any, which such holder has the right to receive in respect share of Certificates surrendered pursuant to the provisions of Parent Common Stock) as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing Parent Common Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such amount sum as Buyer Parent may direct reasonably direct) as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 1 contract
Exchange of Certificates. Within three business days (a) At or as soon as practicable after the Effective Time, Buyer shall take all steps necessary Parent will send to cause the Exchange Agent to mail to each Record Holder holders of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing the Buyer Parent Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentStock. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executedtransmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for representing the number of whole shares of Buyer Parent Common Stock to which that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1 and (y) a check representing the amount of cash in lieu of any fractional share of Parent Common Stock, and the fractional sharesCompany Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8, if anyeach Company Stock Certificate shall be deemed, which such holder has from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (and cash in respect lieu of Certificates surrendered pursuant to the provisions any fractional share of Parent Common Stock) as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing Parent Common Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of a bond in such amount as Buyer 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 Company Stock Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.to provide an
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (St. Bernard Software, Inc.)
Exchange of Certificates. Within three business days (A) At or as soon as practicable after the Effective Time, Buyer shall take all steps necessary Parent will send to cause the Exchange Agent to mail to each Record Holder holders of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing the Buyer Parent Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentStock. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may be reasonably required by Parent the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (xsubject to Section 8.3) a certificate for representing the number of whole shares of Buyer Parent Common Stock to which that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (y) a check representing the amount of and cash in lieu of the any fractional shares, if any, which such holder has the right to receive share of Parent Common Stock as described in respect of Certificates surrendered pursuant to the provisions of Section 1.8(c)) as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing Parent Common Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such amount sum as Buyer Parent may direct reasonably direct) as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Exchange Applications Inc)
Exchange of Certificates. Within three business days (a) At or as soon as practicable after the Effective Time, Buyer shall take all steps necessary Parent will send to cause the Exchange Agent to mail to each Record Holder holders of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing the Buyer Parent Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentStock. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executedtransmittal and such other documents as may be reasonably requested by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) therefore a certificate for representing the number of whole shares of Buyer Parent Common Stock to which such holder of Safety Fund Common Stock shall have become entitled pursuant to the provisions of this Section 2.8 and (y) a check representing the amount of cash in lieu of the fractional shares, if any, which that such holder has the right to receive in respect of Certificates surrendered pursuant to the provisions of Section 2.5, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.8, each Company Stock Certificate shall be deemed, from and after the Certificates so surrendered shall forthwith be cancelledEffective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock as contemplated by this Section 2. In the event If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing Parent Common Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such amount sum as Buyer Parent may direct reasonably direct) as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 1 contract
Exchange of Certificates. Within three business days (a) At or as soon as practicable after the Effective Time, Buyer shall take all steps necessary Parent will send to cause the Exchange Agent to mail to each Record Holder holders of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing the Buyer Parent Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentStock. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executedtransmittal and such other documents as may be reasonably requested by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for representing the number of whole shares of Buyer Parent Common Stock to which (and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 1.8(c)) that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock (y) a check representing the amount of and cash in lieu of the any fractional shares, if any, which such holder has the right to receive share of Parent Common Stock in respect of Certificates surrendered pursuant to the provisions of accordance with Section 1.8(c)) as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing Parent Common Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such amount sum as Buyer Parent may direct reasonably direct) as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 1 contract
Exchange of Certificates. Within three business days (a) At or as soon as practicable after the Effective Time, Buyer the holders of Company Stock Certificates shall take all steps necessary to cause the Exchange Agent to mail to each Record Holder of a Certificate surrender their Company Stock Certificates in exchange for one or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for more certificates representing the Buyer Parent Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentStock. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executedtransmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for one or more certificates representing the number of whole shares of Buyer Parent Common Stock to which that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender one or more certificates representing shares of Parent Common Stock (y) a check representing the amount of and cash in lieu of the any fractional shares, if any, which such holder has the right to receive in respect share of Certificates surrendered pursuant to the provisions of Parent Common Stock) as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificate representing Parent Common Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such amount sum as Buyer Parent may direct reasonably direct) as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Rogue Wave Software Inc /Or/)
Exchange of Certificates. Within three business days (a) At or as soon as practicable after the Effective Time, Buyer shall take all steps necessary to cause the Exchange Agent to mail Netivation will send to each Record Holder holder of a MEDMarket Stock Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in customary form and containing such provisions as may reasonably be required for use in effecting the surrender of the Certificates such MEDMarket Stock Certificate for certificates representing the Buyer Common Stock payment therefor and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 Agentconversion thereof. Upon surrender of a MEDMarket Stock Certificate to Netivation for exchange and cancellation to the Exchange Agentexchange, together with such a duly executed letter of transmittal, duly executedtransmittal and such other documents as may be reasonably required by Netivation, the holder of such MEDMarket Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for certificates representing the number of whole shares of Buyer Common Netivation Stock to which that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1 and the MEDMarket Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8, each MEDMarket Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Netivation Stock (y) a check representing the amount of and cash in lieu of the any fractional shares, if any, which such holder has the right to receive in respect share of Certificates surrendered pursuant to the provisions of Netivation Stock) as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any MEDMarket Stock Certificate shall have been lost, stolen or destroyed, upon Netivation may, in its discretion and as a condition precedent to the making issuance of an affidavit any certificates representing Netivation Stock, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of a bond in such amount as Buyer 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 MEDMarket Stock Certificate the Merger Consideration deliverable to provide an appropriate affidavit and to deliver a bond (in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(csuch sum as Netivation may reasonably direct) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereofindemnity.
Appears in 1 contract
Exchange of Certificates. Within three business days after (a) As soon as reasonably practicable following the Effective Time, Buyer shall take all steps necessary Parent will deliver to cause the Exchange Agent to mail to each Record Holder holders of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (which letter of transmittal shall contain provisions allowing for return each Company Stockholder to become a party to the Exchange Agent Parent Financing Agreements and specifically providing that each Company Stockholder shall agree to enter into a customary lock-up agreement in the event of an initial public offering of Parent Common Stock identical in all material respects to the lock-up agreement that other holders of Parent Common Stock will be required to execute) (a "Letter of Transmittal"), and (ii) instructions for use in effecting the surrender of the Certificates for certificates representing the Buyer Common Company Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentCertificates. Upon surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with a duly executed Letter of Transmittal and such letter of transmittal, duly executedother documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for the number of whole shares of Buyer Common Stock to which such holder of Safety Fund Common Stock shall have become entitled pursuant to the provisions of this Section 2.8 and (y) a check representing the amount of cash in lieu of the fractional shares, if any, which Merger Consideration that such holder has the right to receive in respect of Certificates surrendered pursuant to the provisions of this Section 2.81.5, and the Certificates Company Stock Certificate so surrendered shall forthwith be cancelledcanceled. In Until surrendered as contemplated by this Section 1.9, each Company Stock Certificate shall be deemed, from and after the event Effective Time, to represent only the right to receive Merger Consideration upon such surrender as contemplated by this Section 1.9. If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making delivery of an affidavit any Merger Consideration therefor, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of a bond in such amount as Buyer 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 Company Stock Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is to provide an "affiliate" appropriate affidavit of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereoflost certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Newlink Genetics Corp)
Exchange of Certificates. After the Effective Time, each holder of a certificate or certificates theretofore representing issued and outstanding Softkat Common Shares (other than the Dissenting Shares and Excluded Shares) shall, upon the surrender of such certificates to ESYNCH, or an exchange agent designated by ESYNCH, be entitled to receive, in exchange for each of the shares represented by such certificate or certificates so surrendered, an amount in ESYNCH New Common Shares equal to the Merger Consideration, less any required withholding of Taxes (as hereinafter defined). The holder of a certificate that prior to the Merger represented issued and outstanding Softkat Common Shares shall have no rights, after the Effective Time, with respect to such shares except to surrender the certificate in exchange for the Merger Consideration, without interest thereon or, if applicable, to perfect such rights as a holder of Dissenting Shares as such holder may have pursuant to the applicable provisions of Chapter 13 of the CGCL. Within three five (5) business days after the Effective Time, Buyer shall take all steps necessary to cause the Exchange Agent to mail Surviving Corporation will send to each Record Holder holder of Softkat Common Shares at the Effective Time a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for certificates representing the Buyer Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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. Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate for the number of whole shares of Buyer Common Stock to which such holder of Safety Fund Common Stock shall have become entitled pursuant to the provisions of this Section 2.8 and (y) a check representing the amount of cash in lieu of the fractional shares, if any, which such holder has the right to receive in respect of Certificates surrendered pursuant to the provisions of this Section 2.8, and the Certificates so surrendered shall forthwith be cancelledexchange. In the event any Certificate certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate certificate to be lost, stolen or destroyed and, if required by Buyerthe Surviving Corporation, the posting by such person of a bond in such amount as Buyer the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificatecertificate, the Exchange Agent ESYNCH will issue deliver, or cause to be delivered, in exchange for such lost, stolen or destroyed Certificate certificate, certificates representing the Merger Consideration deliverable payable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Common Stock until Buyer has received the written agreement of such person contemplated by Section 7.3 hereof.
Appears in 1 contract
Exchange of Certificates. Within three business days (a) At or as soon as practicable after the Effective Time, Buyer shall take all steps necessary StockTrans, Inc. (the "Exchange Agent") will send to cause the Exchange Agent to mail to each Record Holder holders of Company Stock Certificates (i) a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent in customary form and containing such provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for the Certificates for certificates representing the Buyer Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall have been converted as a result of the Merger. The form letter (which shall be subject to the reasonable approval of Safety Fund) 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 AgentMerger Consideration. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange exchange, together with a duly executed letter of transmittal and cancellation to such other documents as may be reasonably required by Parent or the Exchange Agent, together with such letter of transmittal, duly executedexcept for the Merger Consideration to be deposited in escrow pursuant to Section 1.10, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate for the number of whole shares of Buyer Common Stock to which Merger Consideration that such holder of Safety Fund Common Stock shall have become entitled has the right to receive pursuant to the provisions of this Section 2.8 1, and (y) a check representing the amount of cash in lieu of Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock Certificate shall be deemed, from and after the fractional sharesEffective Time, if any, which such holder has to represent only the right to receive in respect of Certificates surrendered pursuant to upon such surrender the provisions of Merger Consideration as contemplated by this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled1. In the event If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Parent may, in its discretion and as a condition precedent to the making delivery of an affidavit the Merger Consideration, require the owner of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such amount sum as Buyer Parent may direct reasonably direct) as indemnity against any claim that may be made against it Parent or the Surviving Corporation with respect to such Company Stock Certificate. As of the Effective Time, Parent shall (i) make available to the Exchange Agent will issue in exchange Agent, for such lostthe benefit of holders of Company Stock Certificates, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of Safety Fund for purposes of Rule 145(c) under the Securities Act of 1933in accordance with this Section 1.8, as amended (the "Securities Act") shall not be exchanged for -------------- certificates representing shares of Buyer Parent Common Stock until Buyer has received the written agreement of such person contemplated by issuable pursuant to Section 7.3 hereof.1.8 in exchange for outstanding Converted
Appears in 1 contract
