Exchange of Shares and Warrants. Section 4.2(a) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following: “As soon as practicable after the Exchange Effective Time, and in no event later than five Business Days thereafter, the Exchange Agent shall mail to each Liberty Virginia Stockholder of record (other than former holders of the Liberty Virginia Redemption Shares and holders who submitted valid Forms of Election pursuant to Section 3.5(f) with respect to all of their shares held) and each registered Liberty Warrantholder (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Liberty Virginia Common Certificates, Liberty Virginia Preferred Certificates and Liberty Warrants shall pass, only upon delivery of the Liberty Virginia Common Certificates, Liberty Virginia Preferred Certificates or Liberty Warrants, as applicable, to the Exchange Agent and (ii) instructions for effecting the surrender of the Liberty Virginia Common Certificates and Liberty Virginia Preferred Certificates in exchange for PRISA ADSs, Per Share Mixed Consideration Election Cash, any cash amounts due in respect of the Per Share Series A Consideration, the Per Share Series B Consideration, the Per Share Series C Consideration, the Per Share Series D Consideration or the Per Share Series E Consideration and, if any, Fractional Share Cash and the surrender of the Liberty Warrants in exchange for the Warrant Consideration (as defined below). Upon proper surrender to the Exchange Agent of a Liberty Virginia Common Certificate, a Liberty Virginia Preferred Certificate or Liberty Warrant for exchange and cancellation, together with such properly completed letter of transmittal, duly executed, such Liberty Virginia Stockholder or Liberty Warrantholder shall be entitled to receive in exchange therefor an ADR representing that number of whole PRISA ADSs in book entry form to which such securityholder shall have become entitled pursuant to the provisions of Article III and the Warrant Amendment Agreement, Fractional Share Cash, if any, the Per Share Mixed Consideration Election Cash, and any cash amounts due in respect of the Per Share Series A Consideration, the Per Share Series B Consideration, the Per Share Series C Consideration, the Per Share Series D Consideration and the Per Share Series E Consideration and, in the case of Liberty Warrantholders, cash pursuant to the terms of the Warrant Amendment Agreement.”
Exchange of Shares and Warrants. Section 4.2(f) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following: “Any portion of the Exchange Fund that remains unclaimed by the Liberty Virginia Stockholders or the Liberty Warrantholders for six months after the Exchange Effective Time shall be returned to PRISA. Any former Liberty Virginia Stockholders or Liberty Warrantholders who have not theretofore complied with this Article IV shall thereafter look only to PRISA for payment of the Per Share Cash Election Consideration, Per Share Mixed Election Consideration, Per Share Series A Consideration, the Per Share Series B Consideration, the Per Share Series C Consideration, the Per Share Series D Consideration, the Per Share Series E Consideration the Warrant Consideration, any Fractional Share Cash and any PRISA Distribution, in each case, without any interest thereon. Notwithstanding the foregoing, none of Liberty, Liberty Virginia, PRISA, the Exchange Agent, the Depositary or any other person shall be liable to any former holder of shares of Liberty Virginia Common Stock, Liberty Preferred Stock or Liberty Warrants for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws.”
Exchange of Shares and Warrants. Section 4.2(g) of the Business Combination Agreement is hereby deleted in its entirety and replaced with the following: “In the event any Liberty Virginia Common Certificate, Liberty Virginia Preferred Certificate or Liberty Warrant shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Liberty Virginia Common Certificate, Liberty Virginia Preferred Certificate or Liberty Warrant to be lost, stolen or destroyed and, if reasonably required by PRISA, the posting by such person of a bond in such amount as PRISA may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Liberty Virginia Common Certificate, Liberty Virginia Preferred Certificate or Liberty Warrant, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Liberty Virginia Common Certificate, Liberty Virginia Preferred Certificate or Liberty Warrant, the Per Share Cash Election Consideration, Per Share Mixed Election Consideration, Per Share Series A Consideration, the Per Share Series B Consideration, the Per Share Series C Consideration, the Per Share Series D Consideration, the Per Share Series E Consideration or Warrant Consideration and any Fractional Share Cash to which the holder is entitled.”
Exchange of Shares and Warrants. (a) As soon as practicable after the Exchange Effective Time, and in no event later than five Business Days thereafter, the Exchange Agent shall mail to each Liberty Virginia Stockholder of record (other than former holders of the Liberty Virginia Redemption Shares and holders who submitted valid Forms of Election pursuant to Section 3.5(f) with respect to all of their shares held) and each registered Liberty Warrantholder (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Liberty Virginia Common Certificates, Liberty Virginia Preferred Certificates and Liberty Warrants shall pass, only upon delivery of the Liberty Virginia Common Certificates, Liberty Virginia Preferred Certificates or Liberty Warrants, as applicable, to the Exchange Agent and (ii) instructions for effecting the surrender of the Liberty Virginia Common Certificates and Liberty Virginia Preferred Certificates in exchange for PRISA ADSs, Per Share Mixed Consideration Election Cash, any cash amounts due in respect of the Per Share Series A Consideration, the Per Share Series B Consideration, the Per Share Series C Consideration or the Per Share Series D Consideration and, if any, Fractional Share Cash and the surrender of the Liberty Warrants in exchange for the Warrant Consideration (as defined below). Upon proper surrender to the Exchange Agent of a Liberty Virginia Common Certificate, a Liberty Virginia Preferred -28-
Exchange of Shares and Warrants. 14 ARTICLE IV
Exchange of Shares and Warrants. (a) On and after the Closing Date, each holder of an outstanding certificate or certificates which prior thereto represented shares of URS Common Stock (the "Stock Certificates") shall, upon surrender to the Surviving Corporation of such Stock Certificate or Stock Certificates, be entitled to the amount of cash into which the aggregate number of shares of URS Common Stock previously represented by such Stock Certificate or Stock Certificates surrendered shall have been converted into the right to receive pursuant to this Agreement. In addition, on the Closing Date, each holder of an outstanding Warrant which prior thereto represented the right to purchase shares of URS Common Stock in accordance with the terms of the applicable Warrant Agreement (the "Warrant Certificates" and together with the Stock Certificates, the "Certificates") shall, upon surrender to the Exchange Agent of such Warrant Certificate or Warrant Certificates to the Surviving Corporation, be entitled to the amount of cash into which such Warrant Certificate or Warrant Certificates have been converted pursuant to Section 3.3 of this Agreement. All payments in respect of shares of URS Common Stock and Warrants the Certificates for which are surrendered on the Closing Date shall be made by the Parent in immediately available funds on the Closing Date, which shall be paid in respect of each share of URS Common Stock and each Warrant as follows:
Exchange of Shares and Warrants. At the Effective Time, by virtue of the Merger and without any action on the part of holders of the capital stock of Merger Sub or the Company:
Exchange of Shares and Warrants. As soon as practicable after the Effective Time and after surrender to you of all certificates for shares of TARGET Common Stock registered to a particular record holder or holders (and only after surrender of all such certificates) and the return of a properly completed and signed Letter of Transmittal relating thereto, you shall cause to be issued and distributed to the holder(s) in whose name such certificates were registered (or such other person as shall have been specified pursuant to the terms hereof) the whole number of shares of PARENT Common Stock issuable pursuant to the Merger Agreement, registered in the name of such holder(s). Until so surrendered, each certificate which immediately prior to the Effective Time represented outstanding shares of TARGET Common Stock shall, at and after the Effective Time, entitle the holder(s) thereof only to receive, upon surrender of it and all other identically registered certificates, the certificates representing shares of PARENT Common Stock and contemplated by the preceding paragraph. As soon as practicable after the Effective Time and after surrender to you of all Warrants in the name of a particular holder or holders (and only after surrender of all such TARGET Warrants) and the return of a properly completed and signed Letter of Transmittal relating thereto, you shall cause to be issued and distributed to the holder(s) in whose name such TARGET Warrants were registered (or such other person as shall have been specified pursuant to the terms hereof) the whole number of shares of PARENT Common Stock issuable pursuant to the Merger Agreement, registered in the name of such holder(s). Until so surrendered, each TARGET Warrant which immediately prior to the Effective Time represented the right to acquire outstanding shares of TARGET Common Stock shall, at and after the Effective Time, entitle the holder(s) thereof only to receive, upon surrender of it and all other TARGET Warrants, the certificates representing shares of PARENT Common Stock and contemplated above. No dividends or other distributions otherwise payable after the Effective Time to a holder of record of certificates representing shares of TARGET Common Stock shall be paid to such holder unless and until such holder shall have surrendered all certificates representing shares of TARGET Common Stock registered to such holder. The Exchange Agent shall place and hold any other distributions not paid to such holders pursuant to the requirements of th...
Exchange of Shares and Warrants. (a) Not later than three (3) business days prior to the Effective Time of the Merger, PCB shall deposit with the exchange agent (the “Exchange Agent”) for the benefit of the holders of PCB Options, FNB Warrants, shares of FNB Common Stock and shares of PCB Common Stock, for exchange in accordance with this Section 2.6, certificates representing the aggregate number of shares of Surviving Bank Common Stock issuable pursuant to Section 2.1 and Section 2.2 in exchange for shares of FNB Common Stock and PCB Common Stock outstanding immediately prior to the Effective Time of the Merger, cash payable in lieu of fractional shares of Surviving Bank Common Stock that would otherwise be issuable in connection with Section 2.1 and Section 2.2 and warrants for the purchase of the aggregate number of shares of Surviving Bank Common Stock issuable pursuant to Section 2.4 and Section 2.2(a).
Exchange of Shares and Warrants. (a) Parent and Merger Sub hereby appoint Intermediate Parent to act as agent for the stockholders of the Company in connection with the Merger to exchange stock certificates that, immediately prior to the Effective Time, represented shares of Company Common Stock and warrant certificates that, immediately prior to the Effective Time, represented Company Warrants (collectively, “Certificates”). At or prior to the Effective Time, Parent shall deposit (or cause to be deposited) with Intermediate Parent cash and stock certificates (issued in the name of Intermediate Parent or its nominee) representing shares of Parent Common Stock and warrant certificates representing Parent Warrants, necessary to pay the Merger Consideration (as defined below) to each holder of shares of Company Common Stock and Company Warrants. The Surviving Corporation shall pay all charges and expenses related to this Section 1.8.
