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, certificates representing the shares of Crossbox Common Stock in exchange for outstanding Company Common Stock (the shares of Crossbox Common 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 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 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 in exchange for the Merger Shares. Promptly after the Effective Time, the Exchange Agent shall deliver to the holder of such Company Common Stock a certificate representing that number of shares of Crossbox Common Stock 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. (b) From and after the Effective Time, the Company Common Stock shall represent only the right to receive the Merger Shares in accordance with this Agreement. (c) Each of Crossbox, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts as it reasonably determines that it is required to deduct or withhold therefrom under the Code or under any provision of state, local or foreign tax law and to collect Forms W-8 or W-9, as applicable, or similar information f...
Sample 1
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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. (b) Neither Parent nor the Surviving Corporation shall be liable to any Company Minority Stockholder for any shares of Pocket Games Series C Preferred Stock or Pocket Games Notes (or dividends, interest 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. If any Company Minority Shares have not been surrendered prior to one year after the Effective Time (or immediately prior to such earlier date on which any shares of Pocket Games Series C Preferred Stock, Pocket Game Notes, and any cash payable to the Company Minority Stockholder or any dividends, interest or distributions payable to the Company Minority Stockholder pursuant to this Section 1.88 would otherwise escheat to or become the property of any Governmental Body), any such shares of Pocket Games Series C Preferred Stock, Pocket Games Notes or cash, dividends, interest or distributions in respect of such Company Minority Shares, shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.
Sample 1

Related to Exchange of Instruments and Certificates

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

  • 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 (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Certificates, Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Call Warrant". (b) The Certificates shall be held through the Depository in book- entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness. (c) The Retained Interest will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest will be issued to the Depositor and may be transferred by the Depositor to another party at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will be made on the Retained Interest by wire transfer to the account(s) of holder(s) thereof on the related Record Date as specified in written instructions to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder of the Retained Interest without the consent of the holder of the Retained Interest.

  • Licenses and Certificates Contractor shall, at all times during the term of this Contract, maintain in full force and effect such licenses as may be required by the State of California or any other governmental entity for Contractor to perform the duties specified herein and provide the services required pursuant to this Contract. Contractor shall strictly adhere to, and obey, all governmental rules and regulations now in effect or as subsequently enacted or modified, as promulgated by any local, state, or federal governmental entities.

  • 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 Depositor, (a) one or more 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) one or more 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 Depositor. The Certificates shall in the aggregate represent 100% of the Percentage Interest in the Issuer and shall be fully paid and nonassessable. The signature of the Owner Trustee on behalf of the Issuer on the Certificates may be manual or facsimile.

  • 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. (b) No transfer of a Purchased Certificate shall be made unless the transferee provides Washington Mutual and the Trustee with (i) a Transferee's Agreement, substantially in the form of this Agreement, (ii) an affidavit substantially in the form of Exhibit N to the Pooling Agreement and (iii) if so indicated in such affidavit, a Benefit Plan Opinion (as defined in Section 1.01 of the Pooling Agreement).

  • 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.

  • Third Party Consents and Certificates All Parties agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

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