Exchange of Instruments and Certificates Sample Clauses

Exchange of Instruments and Certificates. (a) At or prior to the Effective Time, Crossbox shall deposit with Crossbox’s transfer agent or another bank or trust company designated by Crossbox and reasonably acceptable to the Company (the “Exchange Agent”), for the benefit of the holders of Company Common Stock and Company Notes, certificates representing the shares of Crossbox Common Stock or Crossbox Convertible Notes, as applicable, in exchange for outstanding Company Common Stock and Company Notes (the shares of Crossbox Common Stock and Crossbox Convertible Notes, together with any dividends or distributions with respect thereto with a record date after the Effective Time, being hereinafter referred to as the “Exchange Property”). As soon as practicable after the Effective Time, Crossbox shall cause the Exchange Agent to send to each registered holder of Company Common Stock and Company Notes a letter of transmittal (which shall be in customary form and contain such provisions as Crossbox may reasonably specify) and instructions for use in effecting the transfer of Company Common Stock or Company Notesin exchange for the Merger Shares or Crossbox Convertible Notes, as applicable. Promptly after the Effective Time, the Exchange Agent shall deliver to the holder of such Company Common Stock and Company Notes a certificate representing that number of shares of Crossbox Common Stock or principal amount of Crossbox Convertible Notes that such holder has the right to receive pursuant to Section 1.5(a)(iii) and Section 1.5(a)(iv); provided that the certificates representing Crossbox Common Stock to be delivered to the holder of Company Common Stock shall represent only whole shares of Crossbox Common Stock. In lieu of any fractional shares to which such holder would otherwise be entitled, after combining any fractional interests of such holder into as many whole shares as is possible, the holder of such Company Common Stock shall be paid in cash an amount equal to the dollar amount (rounded to the nearest whole cent) determined by multiplying Crossbox Average Trading Price by the fraction of a share of Crossbox Common Stock that would otherwise be deliverable to such holder.
Sample 1
AutoNDA by SimpleDocs
Exchange of Instruments and Certificates. (a) Any portion of the Merger Consideration which remains undistributed to the Company Minority Stockholders for one (1) year after the Effective Time shall be delivered to Parent, upon demand, and any Company Minority Stockholder who has not previously complied with this Section 1.8 shall thereafter look only to Parent, as a general unsecured creditor, for payment of its claim for shares of Pocket Games Series C Preferred Stock and Pocket Game Notes, and any dividends, interest or distributions with respect to shares of Pocket Games Series C Preferred Stock or Pocket Game Notes.
Sample 1
Exchange of Instruments and Certificates. (a) At or prior to the Effective Time, Parent shall deposit with CKR Law LLP, the Company’s legal counsel (for purposes of this Section 1.9, the “Exchange Agent”), for the benefit of the Company Minority Stockholders, certificates representing the shares of Pocket Games Series B Preferred Stock in exchange for the outstanding Company Minority Shares (the shares of Pocket Games Series B Preferred Stock, together with any dividends or distributions with respect thereto with a record date after the Effective Time, being hereinafter referred to as the “Exchange Fund”). As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to send to each registered Company Minority Stockholder a letter of transmittal (which shall be in customary form and contain such provisions as Parent may reasonably specify) and instructions for use in effecting the transfer of the Company Minority Shares in exchange for the Merger Consideration. Promptly after the Effective Time, the Exchange Agent shall deliver to the Company Minority Stockholders a certificate representing that number of shares of Pocket Games Series B Preferred Stock that such Company Minority Stockholder has the right to receive pursuant to Section 1.5(a)(iii); provided that the certificates representing Pocket Games Series B Preferred Stock to be delivered to the Company Minority Stockholders shall represent only whole shares of Pocket Games Series B Preferred Stock or, upon an event of conversion, Parent Common Stock, as the case may be. From and after the Effective Time, the Company Minority Shares shall represent only the right to receive the Merger Consideration in accordance with this Agreement.
Sample 1

Related to Exchange of Instruments and Certificates

  • Documents and Certificates GM shall have received such documents and certificates as GM or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and each of the Guarantors, the authorization of the transactions under this Amendment and any other legal matters relating to the Borrower and each of the Guarantors, this Amendment or the transactions contemplated hereunder, all in form and substance reasonably satisfactory to GM and its counsel.

  • Effect of the Merger on Capital Stock Exchange of Certificates Equity-Based Awards

  • Exchange of Stock Certificates On the effective date of the Merger, the Shareholders, as the holders of a certificate or certificates representing shares of Company common stock shall, upon surrender of such certificate or certificates, receive the Merger Consideration, and until the certificate or certificates of Company common stock shall have been surrendered by the Shareholder and replaced by a certificate or certificates representing Pentegra Common Stock (as set forth on ANNEX I), the certificate or certificates of Company common stock shall, for all purposes be deemed to evidence ownership of the number of shares of Pentegra Common Stock determined in accordance with the provisions of ANNEX I. All shares of Pentegra Common Stock issuable to the Shareholders in the Merger shall be deemed for all purposes to have been issued by Pentegra on the Closing Date. The Shareholders shall deliver to Pentegra at Closing the certificate or certificates representing the Company common stock owned by them, duly endorsed in blank by the Shareholders, or accompanied by duly executed blank stock powers, and with all necessary transfer tax and other revenue stamps, acquired at the Shareholder's expense, affixed and cancelled.

  • Successor Trustee by Consolidation, Merger or Conversion If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another corporation, subject to Section 7.10 hereof, the successor corporation without any further act shall be the successor Trustee.

  • Designation of Trust and Certificates The Trust created hereby shall be known as the "Corporate Backed Trust Certificates, CIT Capital Trust I Securities-Backed Series 2003-9 Trust." The Certificates evidencing certain undivided ownership interests therein shall be known as "Corporate Backed Trust Certificates, CIT Capital Trust I Securities-Backed Series 2003-9." The Certificates shall consist of the Class A-1 Certificates and the Class A-2 Certificates (together, the "Certificates").

  • Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

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

  • Authorization of the Certificates Concurrently with the sale of the Transferred Assets to the Issuer pursuant to the Sale and Servicing Agreement, at the direction of the Seller, (a) two Book-Entry Certificates shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar in the name of Cede & Co. or (b) two Definitive Certificates shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar to or upon the written order of the Seller. The Certificates shall in the aggregate represent 100% of the Percentage Interest in the Issuer and shall be fully paid and nonassessable.

  • Transfer of Purchased Certificates (a) The Purchaser understands that the Purchased Certificates have not been registered under the Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from registration is available. The Purchaser further understands that neither Washington Mutual nor the Trust is under any obligation to register the Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, the Trustee and the Trust as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or Washington Mutual may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington Mutual. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington Mutual against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

  • Successor Trustee by Consolidation, Merger, etc If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another entity, subject to Section 7.10, the successor entity without any further act shall be the successor Trustee; provided such entity shall be otherwise qualified and eligible under this Article Seven.

Time is Money Join Law Insider Premium to draft better contracts faster.