Exchange of Share Certificates. (a) From and after the Effective Time, the Surviving Corporation shall act as exchange agent in effecting the exchange of certificates which, prior to the Effective Time, represented Shares, for the consideration receivable in respect thereof pursuant to Section 2.3 hereof. Upon the surrender of each certificate representing validly issued Shares, duly endorsed if requested by the Surviving Corporation and accompanied by such other instruments of transfer, certifications and other documents as shall be requested by the Surviving Corporation, the Surviving Corporation shall pay to each record holder of Shares the amounts provided in Section 2.3 hereof, at the time therein provided, and such certificate shall forthwith be cancelled and extinguished. From and after the Effective Time and until so surrendered and exchanged, each such certificate (other than certificates representing Dissenting Shares) shall represent solely the right to receive the Merger Consideration Per Share or Preferred Consideration Per Share payable in respect of such Shares.
(b) Promptly after the Closing and upon receipt of evidence satisfactory to the Surviving Corporation that the stock transfer books of Rostone have been closed and pursuant to such other reasonable procedures and conditions as the Surviving Corporation shall reasonably prescribe, the Surviving Corporation shall mail or deliver the letters of transmittal to each record holder of certificates representing Shares not surrendered at the Closing pursuant to Section 2.3 hereof and which shall have been converted into the right to receive the Merger Consideration Per Share or Preferred Consideration Per Share applicable to such Shares determined in accordance with this Agreement.
(c) After the Closing, there shall be no transfers of any Shares on the stock transfer books of Rostone. If, after the Effective Time, certificates previously representing Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for the applicable portions of the Merger Consideration or Preferred Consideration applicable to such Shares subject to applicable law including in the case of the Dissenting Shares.
Exchange of Share Certificates. (1) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Common Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary and GWRI may reasonably require, the holder of Common Shares of such surrendered certificate shall be entitled to receive in exchange therefor from the Depositary, and the Depositary shall deliver to such holder of Common Shares, as soon as practicable after the Effective Time, a certificate representing such number of shares of common stock of GWRI that such holder of Common Shares is entitled to under the Arrangement in accordance with Section 2.2(6).
(2) Until surrendered as contemplated by Section 4.2(1), each certificate which immediately prior to the Effective Time represented any Common Shares shall be deemed after the Effective Time to represent only the right to receive upon such surrender such number of shares of common stock of GWRI as contemplated in Section 2.2(6). Any such certificate formerly representing Common Shares not duly surrendered on or before the second anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in the Company or GWRI. On such second anniversary date, all certificates representing Common Shares shall be deemed to have been surrendered to GWRI and any shares of common stock of GWRI to which such former holder was entitled, together with any entitlements to dividends, distributions and interest thereon, shall be deemed to have been surrendered to GWRI or any successor thereof for no consideration.
Exchange of Share Certificates. At or prior to the Effective Time, Bayswater shall deposit with the Depository, for the benefit of the NCA Shareholders, sufficient certificates representing Bayswater Shares to give effect to this Plan of Arrangement. An NCA Shareholder at the Effective Time shall be entitled to receive the certificates representing the Bayswater Shares to which such holder is entitled pursuant to the provisions hereof as soon as practical after the Effective Date upon delivery to the Depository of a duly completed Transmittal Letter and surrender of the certificates formerly representing the NCA Shares, together with such other documents and instruments as would have been required to effect the transfer of the NCA Shares formerly represented by such certificates under the BCBCA and the articles of NCA and such additional documents and instruments as the Depository, Bayswater or NCA may reasonably require. The Depository shall register and make available or send by regular mail (postage prepaid) certificates representing Bayswater Shares as directed in each properly completed Transmittal Letter.
Exchange of Share Certificates. Sellers will surrender their outstanding certificates representing the Shares to DTG and shall be entitled to receive in exchange therefor certificates representing the number of shares of DTG Common Stock into which the Shares represented by the certificates so surrendered will have been converted as described above. The holders of Shares outstanding immediately before the Effective Time will have no rights as shareholders of the Company as of the Effective Time and each certificate representing the Shares will represent only the right to receive shares of DTG Common Stock as provided in this Agreement. On and after the Effective Time, there will be no transfer of Shares on the stock books of the Company and ownership of Shares may be transferred only on the stock books of the Surviving Corporation with the consent of DTG. The certificates of DTG Common Stock to be received by Sellers under this Agreement will be issued by DTG's transfer agent as soon as reasonably practicable, but not before DTG Common Stock certificates are generally distributed to DTG's existing stockholders.
Exchange of Share Certificates. (a) At Closing, SUAC or its designated agent shall deliver to SSGI the certificates representing the shares of UST constituting a portion of the Merger Consideration.
(b) UST Shares being issued hereunder, are being issued without Registration under the Securities Act (as hereinafter defined) or Applicable Laws (as hereinafter defined) and, except as provided in the Registration Rights Agreement attached hereto and made a part hereof as Exhibit "2.1", the shares have not been and are not being registered under the 1933 Act, and may not be transferred unless (A) subsequently registered thereunder or (B) SUAC shall have delivered to SSGI an opinion of counsel, reasonably satisfactory in form, scope and substance, to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration. No federal or state agency has reviewed the transaction set forth herein or approved or disapproved SUAC Shares for investment or any other purpose.
Exchange of Share Certificates. Upon the presentation and surrender by each Tevano Shareholder to the Resulting Issuer of the certificates representing all of the Tevano Shareholder’s Tevano Shares which have been exchanged for Resulting Issuer Shares pursuant to the Amalgamation, the Resulting Issuer shall as soon as reasonably practicable issue to such Tevano Shareholder a certificate representing the number of Resulting Issuer Shares to which the Tevano Shareholder is entitled under the Amalgamation.
Exchange of Share Certificates. (a) After the Effective Time, the holder of an outstanding certificate representing shares of Xxxxxx Xxxxxxx Common Stock may, at such stockholder's option, surrender the same for cancellation to the Surviving Corporation and such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of Surviving Corporation Common Stock into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Xxxxxx Xxxxxxx Common Stock shall be deemed for all purposes to represent the number of shares of Surviving Corporation Common Stock into which such shares of Xxxxxx Xxxxxxx Common Stock were converted in the Merger.
(b) The registered owner on the books and records of the Surviving Corporation of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. ARTICLE III:
Exchange of Share Certificates. Certificates formerly representing shares of Harbor Common Stock shall be exchanged for the amount of cash into which they shall have been converted only in accordance with the following procedures:
Exchange of Share Certificates. At or prior to the Effective Time, Prophecy shall deposit with the Depositary, for the benefit of the Northern Shareholders, sufficient certificates representing Prophecy Shares and Arrangement Warrants as required to give effect to this Plan of Arrangement. A Northern Shareholder at the Effective Time shall be entitled to receive the certificates representing the Prophecy Shares and Arrangement Warrants to which such holder is entitled pursuant to the provisions hereof as soon as practical after the Effective Date upon delivery to the Depositary of a duly completed Transmittal Letter and surrender of the certificates formerly representing the Northern Shares together with such other documents and instruments as would have been required to effect the transfer of the Northern Shares formerly represented by such certificates under the BCBCA and the articles of Northern and such additional documents and instruments as the Depositary, Prophecy or Amalco may reasonably require. The Depositary shall register and make available or send by regular mail (postage prepaid) certificates representing Prophecy Shares and Arrangement Warrants as directed in each properly completed Transmittal Letter.
