Exchange of Shares. (a) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates 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 certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b). Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates.
(b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have b...
Exchange of Shares. (a) Promptly after the Effective Date, BRC shall cause its transfer agent (the "Agent") to mail to each record holder of certificates representing Company Common Stock (the "Certificates"), a letter of transmittal and instructions for use in effecting the surrender of the Certificates and any payment for fractional shares. Upon surrender to the Agent of a Certificate, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates and cash, if applicable, representing his, her or its percentage of the Merger Consideration as provided in this Article II and such surrendered Certificate shall then be cancelled. Any certificate representing shares of BRC Common Stock issued pursuant hereto shall bear such restrictive legend or legends as BRC shall deem reasonably necessary to assure compliance with applicable securities laws. If issuance is to be made to a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of issuance that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such issuance shall pay transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate or Certificates surrendered or established to the satisfaction of BRC that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.4, each Certificate shall represent for all purposes only the right to receive his, her or its percentage of the Merger Consideration.
(b) At and after the Effective Time there shall be no transfers of shares of Company Common Stock which were outstanding immediately prior to the Effective Time on the stock transfer books of the Company. If, after the Effective Time, Certificates are presented to BRC, they shall be cancelled and exchanged for that part of the Merger Consideration provided in this Article II.
(c) The Company shall use its best efforts following the Merger to cause the Optionholders to exchange the Company Option Agreements for new agreements with BRC evidencing the new options to acquire BRC Common Stock.
Exchange of Shares. 6 Section 3.3
Exchange of Shares. (a) Prior to the Acceptance Time, Buyer shall appoint a bank or trust company selected with the prior written approval of the Company (such approval not to be unreasonably withheld, delayed or conditioned) to act as exchange agent (such exchange agent, which, if practicable, shall also be the depositary pursuant to the Offer, the “Exchange Agent”) for the payment of the Offer Consideration and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities under this Agreement, including the delivery, following the Expiration Time, of the Offer Consideration to the holders of Shares validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time, and the implementation of the Second Step Distribution. The Exchange Agent Agreement shall be in form and substance reasonably satisfactory to the Company.
(b) Buyer shall, and Parent shall cause Buyer to, deposit, or cause to be deposited, with the Exchange Agent, within two (2) Business Days after the Acceptance Time, in trust for the benefit of the holders of Shares validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time, the aggregate Fractional Share Cash Amount payable in the Offer to holders of Shares and shall deposit, and shall cause to be deposited, with the Exchange Agent, at such time, evidence of Parent Common Stock in book-entry form (or certificates representing such Parent Common Stock, at Parent’s election) representing the number of shares of Parent Common Stock sufficient to deliver the aggregate Offer Consideration payable in the Offer (such cash and Parent Common Stock, together with any dividends or distributions with respect thereto and the aggregate Fractional Share Cash Amount, the “Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions, deliver such whole shares of Parent Common Stock contemplated to be issued pursuant to Section 2.01(b).
(c) In the event that the Post-Offer Reorganization is effectuated the Buyer shall, and Parent shall cause Buyer to, deposit, or cause to be deposited, with the Exchange Agent, immediately after the effectuation of the Asset Sale, the Post-Demerger Share Sale or the Post-Merger Share Sale, as the case may be, in trust for the benefit of the Minority Shareholders, evidence of Parent Common Stock in book-entry form (or certificates representing such Parent Common Stock, at Parent’s election) representing the number of sh...
Exchange of Shares. (a) At the Closing, NSC will cause to be issued and held for delivery to the Gridline Shareholders or their designees, stock certificates representing an aggregate of 47,600,000 shares of NSC Common Stock, representing 95.5% of the fully diluted outstanding NSC Common Stock giving effect to such issuance, in exchange for all of the issued and outstanding shares of Gridline Capital Stock, which shares will be delivered to NSC at the Closing.
(b) The shares of NSC Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued shares of NSC Common Stock, and will be issued to the Gridline Shareholders or as directed thereby as set forth in SCHEDULE 1.02(b) hereof.
(c) All shares of NSC Common Stock to be issued hereunder shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Gridline Shareholders will represent in writing that they are acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
(d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing ...
Exchange of Shares. 12 SECTION 4.03.
Exchange of Shares. Promptly after the Effective Time, Premiere and ------------------ Company shall cause to be mailed to the former Company shareholders appropriate transmittal materials for the surrender of the certificate or certificates formerly representing their shares of Company Common Stock in exchange for shares of Premiere Stock as provided in this Agreement. Until surrendered for exchange in accordance herewith, each certificate theretofore representing shares of Company Common Stock shall from and after the Effective Time represent only the right to receive the Consideration provided in this Agreement in exchange therefor. No certificates representing fractional shares will be issued as a result of the Merger. Each holder of shares of Company Common Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Premiere Common Stock shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Premiere Common Stock multiplied by the Average Closing Price.
Exchange of Shares. Each issued and outstanding Share (other than Shares to be cancelled in accordance with Section 2.1(b) and any Shares which are held by stockholders exercising appraisal rights pursuant to Section 262 of the DGCL ("Dissenting Stockholders")) shall be converted into the right to receive the Offer Price in cash, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.
Exchange of Shares. On or before July 27, 2001 (the "Closing Date"), the above-mentioned shares shall be exchanged.
Exchange of Shares. 3 1.8 Dividends................................................................... 4 1.9
