Exchange of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:
Exchange of Company Securities. (a) At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates, Company Options, Company Warrants and Company Series B Convertible Notes (collectively, the “Company Securities”) (i) a letter of transmittal in substantially the form attached hereto as Exhibit C, and (ii) instructions for use in effecting the surrender of Company Securities in exchange for the Merger Consideration. Upon surrender of a holder’s Company Securities to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Securities shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.9, the Company Securities shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 1. If any holder’s Company Securities shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any Merger Consideration, require the owner of such lost, stolen or destroyed Company Securities to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Securities.
Exchange of Company Securities. (a) At the Effective Time:
Exchange of Company Securities. 10 SECTION 2.04
Exchange of Company Securities. At the Closing and subject to and upon the terms and conditions of this Agreement, the Sellers (including for the avoidance of doubt, the holders of shares issued upon the conversion of any Company Interim Period Notes that are converted into Company Ordinary Shares at or prior to the Closing) shall sell, transfer, convey, assign and deliver to Pubco, and Pubco shall purchase, acquire and accept from the Sellers, all of the issued and outstanding shares and other equity interests in or of the Company ( the “Purchased Shares”) free and clear of all Liens (other than potential restrictions on resale under applicable securities Laws). At the Closing, the Company will exchange any issued and outstanding Company Convertible Securities, including any unconverted Company Interim Period Notes, for Pubco Convertible Securities, in each case accordance with the terms and conditions of such Company Convertible Securities, and thereupon such Company Convertible Securities shall automatically be terminated.
Exchange of Company Securities. At the Closing, and subject to and upon the terms and conditions of this Agreement:
Exchange of Company Securities. Prior to the Closing:
Exchange of Company Securities. Subject to the terms and conditions hereinafter set forth and on the basis of the representations, warranties, covenants and agreements set forth herein, at the Closing, the Indemnity Unitholder shall exchange with Integra and Integra shall exchange with the Indemnity Unitholder, all of the issued and outstanding Units, free and clear of all liens, in exchange for delivery to the Indemnity Unitholder of 1,000,000 shares of Integra common stock at the price at the Closing Date and 107,500 shares of preferred stock valued at $40.00 per share, subject to adjustments listed below (the "Preferred Stock" and together with the common stock the "Integra Stock"). The terms of the Integra Preferred Stock are set forth in Annex II.
Exchange of Company Securities
