Exchange of PhoneTel Shares Sample Clauses

Exchange of PhoneTel Shares. (a) Prior to the PhoneTel Effective Time, Davel shall enter into an agreement (the "Exchange Agent Agreement") with ChaseMellon Shareholder Services, L.L.C., as exchange agent for the PhoneTel Merger, which shall provide that, in addition to the matters described in Section 3.03 below, Davel shall deposit with the Exchange Agent prior to the PhoneTel Effective Time, for the benefit of the holders of shares of PhoneTel Common Stock, for exchange in accordance with this Article II, through the Exchange Agent, certificates representing the shares of Davel Common Stock issuable pursuant to Section 2.02 hereof in exchange for outstanding shares of PhoneTel Common Stock (such shares of Davel Common Stock, together with any dividends or distributions with respect thereto payable to such holder in accordance with Section 2.03(c) hereof, and any cash payable in lieu of any fractional shares of Davel Common Stock in accordance with Section 2.03(e) hereof, being herein referred to as the "PhoneTel Exchange Fund").
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Exchange of PhoneTel Shares. 4- Section 1.04
Sample 1
Exchange of PhoneTel Shares. (a) Prior to the PhoneTel Effective Time, New Davel shall enter into an agreement with ChaseMellon Shareholder Services, L.L.C., as exchange agent for the PhoneTel Merger and the Davel Merger (the "Exchange Agent"), which shall provide that New Davel shall deposit with the Exchange Agent prior to the PhoneTel Effective Time, for the benefit of the holders of shares of PhoneTel Common Stock, for exchange in accordance with this Article I, through the Exchange Agent, certificates representing the shares of New Davel Common Stock issuable pursuant to Section 1.02 hereof in exchange for outstanding shares of PhoneTel Common Stock (such shares of New Davel Common Stock, together with any dividends or distributions with respect thereto payable to such holder in accordance with Section 1.03(c) hereof, and any cash payable in lieu of any fractional shares of New Davel Common Stock in accordance with Section 1.03(e) hereof, being herein referred to as the "PhoneTel Exchange Fund"). (b) As soon as reasonably practicable after the PhoneTel Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the PhoneTel Effective Time represented outstanding shares of PhoneTel Common Stock (the "PhoneTel Certificates") whose shares of PhoneTel Common Stock were converted into the right to receive the PhoneTel Merger Consideration pursuant to Section 1.02 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the PhoneTel Certificates shall pass, only upon delivery of the PhoneTel Certificates to the Exchange Agent and shall be in such form and have such other provisions typical in transactions of this type as New Davel may reasonably specify) and (ii) instructions for use in surrendering the PhoneTel Certificates in exchange for the PhoneTel Merger Consideration, as applicable. Upon surrender of a PhoneTel Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such PhoneTel Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of New Davel Common Stock which such holder has the right to receive pursuant to the provisions of this Article I, any dividends or other distributions with respect thereto payable to such holder in accordance with...
Sample 1
Exchange of PhoneTel Shares. (a) Prior to the PhoneTel Effective Time, New Davel shall enter into an agreement with ChaseMellon Shareholder Services, L.L.C., as exchange agent for the PhoneTel Merger and the Davel Merger (the "Exchange Agent"), which --------------- shall provide that New Davel shall deposit with the Exchange Agent prior to the PhoneTel Effective Time, for the benefit of the holders of shares of PhoneTel Common Stock, for exchange in accordance with this Article I, through the Exchange Agent, certificates representing the shares of New Davel Common Stock issuable pursuant to Section 1.02 hereof in exchange for outstanding shares of PhoneTel Common Stock (such shares of New Davel Common Stock, together with any dividends or distributions with respect thereto payable to such holder in accordance with Section 1.03(c) hereof, and any cash payable in lieu of any fractional shares of New Davel Common Stock in accordance with Section 1.03(e) hereof, being herein referred to as the "PhoneTel Exchange Fund"). ----------------------
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Related to Exchange of PhoneTel Shares

  • Exchange of Warrants Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

  • Exchange of Shares (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may be, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificates.

  • Exchange of Rights (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights.

  • Exchange of Warrant This Warrant is exchangeable, upon the surrender hereof by the Holder at the office or agency of the Company referred to in Section 16, for one or more new Warrants of like tenor representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares as shall be designated by the Holder at the time of such surrender.

  • Exchange of the Warrant upon a Transfer On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, the Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities issuable upon exercise of the rights under this Warrant) must be surrendered to the Company or its warrant or transfer agent, as applicable, as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities represented hereby.

  • Exchange of Warrant Upon a Transfer On surrender of this Warrant for exchange, properly endorsed on the Assignment Form and subject to the provisions of this Warrant with respect to compliance with the Act and with the limitations on assignments and transfers contained in this Section 7, the Company at its expense shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder may direct, for the number of shares issuable upon exercise hereof.

  • Exchange of Stock On the basis of the representations, warranties, covenants and agreements set forth herein, at the Closing (as defined in Section 1.3 below) Purchaser will purchase from Stockholder, and Stockholder will sell, convey and assign to Purchaser all of the Company Stock.

  • Exchange of Common Shares for Rights The Board of Directors of the Company may, at its option, at any time after the occurrence of a Trigger Event, exchange Common Shares for all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11.1.2) by exchanging at an exchange ratio of that number of Common Shares having an aggregate value equal to the Spread (with such value being based on the current per share market price (as determined pursuant to Section 11.4) on the date of the occurrence of a Trigger Event) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right being hereinafter referred to as the "Exchange Consideration"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the Common Shares then outstanding. From and after the occurrence of an event specified in Section 13.1, any Rights that theretofore have not been exchanged pursuant to this Section 27.1 shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 27.1. The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.

  • Exchange of Fund Shares On receipt of instructions to exchange the shares of the Fund for the shares of another American Express(R) Fund or other American Express Financial Corporation product in accordance with the terms of the prospectus, the Transfer Agent will process the exchange in the same manner as a redemption and sale of shares.

  • Registration of Transfer or Exchange of Shares Except as provided in this Section 4.2, the shares of each series of AMPS shall be registered solely in the name of the Securities Depository or its nominee. If the Securities Depository shall give notice of its intention to resign as such, and if the Company shall not have selected a substitute Securities Depository acceptable to the Paying Agent prior to such resignation, then upon such resignation, the shares of each series of AMPS, at the Company's request, may be registered for transfer or exchange, and new certificates thereupon shall be issued in the name of the designated transferee or transferees, upon surrender of the old certificate in form deemed by the Paying Agent properly endorsed for transfer with (a) all necessary endorsers' signatures guaranteed in such manner and form as the Paying Agent may require by a guarantor reasonably believed by the Paying Agent to be responsible, (b) such assurances as the Paying Agent shall deem necessary or appropriate to evidence the genuineness and effectiveness of each necessary endorsement and (c) satisfactory evidence of compliance with all applicable laws relating to the collection of taxes in connection with any registration of transfer or exchange or funds necessary for the payment of such taxes. If the certificate or certificates for shares of AMPS are not held by the Securities Depository or its nominee, payments upon transfer of shares in an Auction shall be made in Federal Funds or similar same-day funds to the Auction Agent against delivery of certificates therefor.

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