Common use of Exchange of Shares for Cash Clause in Contracts

Exchange of Shares for Cash. (a) As soon as practicable after the Effective Time, but in no event later than ten days thereafter, the Exchange Agent shall send a notice and transmittal form to each holder of a certificate theretofore evidencing shares of ERS Common Stock, other than with respect to shares of ERS Common Stock cancelled pursuant to Section 2.3 hereof or Dissenting Shares, advising such holders of the terms of the exchange effected by the Merger and the procedure for surrendering to the Exchange Agent (who may appoint forwarding agents with the approval of Holdco) such record holder's certificate(s) evidencing ERS Common Stock in exchange for the Merger Consideration to which it is entitled. Each holder of a certificate theretofore evidencing shares of ERS Common Stock, upon surrender of the same to the Exchange Agent in accordance with such transmittal form, shall be entitled to receive, in exchange for such certificate, an amount equal to the Merger Consideration as contemplated in Section 2.3 hereof multiplied by the number of shares of ERS Common Stock theretofore represented by the certificate (such Merger Consideration to be mailed within ten business days of receipt of such certificate and transmittal form), and the certificate so surrendered shall forthwith be cancelled. (b) If any payment for shares of ERS Common Stock is to be made in cash to any person other than the registered holder thereof, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the payment amount of any stock transfer or similar taxes (whether imposed on the registered holder, transferee or otherwise) payable on account of the transfer to such person shall be deducted from the amount paid by the Exchange Agent, or otherwise paid in full to the Exchange Agent, or the Exchange Agent may refuse to make payment of the Merger Consideration, unless satisfactory evidence of any exemption from such taxes is submitted. (c) In the event any certificate representing any shares of ERS Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration pursuant to Section 2.

Appears in 2 contracts

Samples: Merger Agreement (Systems Holding Inc), Merger Agreement (Electronic Retailing Systems International Inc)

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Exchange of Shares for Cash. (a) The parties hereto agree that the Bank will act as the exchange agent (the "Exchange Agent") for the exchange by Company stockholders of their shares of Company Common Stock for the Merger Consideration, pursuant to the terms of the letter agreement between the Bank and the Company attached hereto as Exhibit B. (b) After the Effective Time, holders of certificates theretofore evidencing outstanding shares of Company Common Stock (other than Dissenting Shares or as provided in Section 1.3(a)(ii)), upon surrender of such certificates to the Exchange Agent, shall be entitled to receive cash payable for the Merger Consideration, all as provided in Section 1.3 hereof. As soon as practicable after the Effective Time, but in no event later not more than ten three (3) business days thereafter, the Exchange Agent shall will send a notice and transmittal form to each holder Company shareholder of a certificate theretofore evidencing shares of ERS Common Stock, other than with respect to shares of ERS record at the Effective Time whose Company Common Stock cancelled pursuant to Section 2.3 hereof or Dissenting Shares, shall have been converted into the Merger Consideration advising such holders shareholder of the terms effectiveness of the exchange effected by the Company Merger and the procedure for surrendering to the Exchange Agent (who may appoint forwarding agents with the approval of Holdco) such record holder's certificate(s) outstanding certificates formerly evidencing ERS Company Common Stock in exchange for the Merger Consideration to which it is entitledConsideration. Each holder of a Upon surrender, each certificate theretofore evidencing shares of ERS Company Common Stock, upon surrender of the same Stock shall be canceled. The Exchange Agent shall pay by check to the Exchange Agent in accordance with such transmittal form, shall be entitled Company shareholders who submit their stock certificates pursuant to receive, in exchange for such certificate, these instructions an amount equal to 100% of the Merger Consideration as contemplated in Section 2.3 hereof multiplied by the number for each of their shares of ERS Common Stock theretofore represented by the certificate within three (such Merger Consideration to be mailed within ten 3) business days of following receipt of such certificate and transmittal formthe stock certificate(s), and the certificate so surrendered . Such checks shall forthwith be cancelledsent by first class mail. (c) All payments to Company shareholders pursuant to clause (b) of this Section 1.6 shall be sent to the shareholder's address as shown on the stock records of the Company, or to such other address as a shareholder may specify in a written instruction submitted with the shareholder's stock certificates. (d) The Merger Consideration paid upon the surrender for exchange of Company Common Stock in accordance with the above terms and conditions shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock. No interest will be paid or accrued on the cash payable upon surrender of such certificates. (e) If any payment for shares of ERS Company Common Stock is to be made in cash to any person other than the registered holder thereofof Company Common Stock surrendered as aforesaid, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the payment amount of any stock transfer or similar taxes (whether imposed on the registered holder, transferee holder or otherwisesuch person) payable on account of the transfer to such person shall of Company Common Stock will be deducted from the amount to be paid by the Exchange Agent, or otherwise paid in full to the Exchange Agent, Agent or the Exchange Agent may refuse to make such payment of the Merger Consideration, unless satisfactory evidence of any the payment of such taxes, or exemption from such taxes therefrom, is submittedsubmitted to the Exchange Agent. Shares as to which dissenting shareholders' rights have been properly perfected shall be treated in the manner provided by Section 1.4. (cf) In the event any certificate representing any shares of ERS for Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate certificate, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration as may be required pursuant hereto; provided, however, that NewSouth may, in its discretion and as a condition precedent to Section 2the issuance thereof, require the owner of such lost, stolen or destroyed certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against NewSouth, the Company, the Exchange Agent or any other party with respect to the certificate alleged to have been lost, stolen or destroyed.

Appears in 2 contracts

Samples: Merger Agreement (Newsouth Bancorp Inc), Merger Agreement (Green Street Financial Corp)

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Exchange of Shares for Cash. (a) As soon as practicable after the Effective TimeOn any Business Day, but in no event later than ten days thereaftera Chargor may, the Exchange Agent shall send a with two Business Days’ prior written notice and transmittal form to each holder of a certificate theretofore evidencing shares of ERS Common Stock, other than with respect to shares of ERS Common Stock cancelled pursuant to Section 2.3 hereof or Dissenting Shares, advising such holders of the terms of the exchange effected by the Merger and the procedure for surrendering to the Lender (a “Share Exchange Agent Notice”): (who may appoint forwarding agents with the approval of Holdcoi) such record holder's certificate(stransfer (or procure a Chargor to transfer) evidencing ERS Common Stock cash denominated in exchange for the Merger Consideration to which it is entitled. Each holder of USD into a certificate theretofore evidencing shares of ERS Common StockCash Account as Cash Collateral pursuant to, upon surrender of the same to the Exchange Agent in accordance with such transmittal form, shall be entitled to receive, in exchange for such certificate, an amount equal and subject to the Merger Consideration as contemplated in Section 2.3 hereof multiplied Security constituted by the number Share and Account Charge (together with any cash previously transferred in a Cash Account pursuant to this Subclause, the “Exchange Deposit Cash”); and/or (ii) make a voluntary prepayment of shares of ERS Common Stock theretofore represented by the certificate Loan in accordance with Clause 7.4 (such Merger Consideration to be mailed within ten business days of receipt of such certificate and transmittal formVoluntary prepayment), and request the certificate so surrendered shall forthwith Lender to release (on behalf of itself or any other Obligor) the relevant Share Exchange Number from the Security constituted by the Share and Account Charge, provided that, for the avoidance of doubt, a voluntary prepayment pursuant to paragraph (a)(ii) above can only be cancelledmade after the date falling 365 days from the Utilisation Date. (b) If any payment for shares The Share Exchange Notice must specify (i) the date on which the relevant deposit and/or prepayment will be made and (ii) the amount of ERS Common Stock is cash to be made in cash to any person other than deposited and/or the registered holder thereof, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the payment amount of any stock transfer or similar taxes (whether imposed on the registered holder, transferee or otherwise) payable on account of the transfer Loan to such person shall be deducted from the amount paid by the Exchange Agent, or otherwise paid in full to the Exchange Agent, or the Exchange Agent may refuse to make payment of the Merger Consideration, unless satisfactory evidence of any exemption from such taxes is submittedprepaid. (c) In the event any certificate representing any shares of ERS Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact Following receipt by the person claiming such certificate to be lost, stolen or destroyedLender of the Share Exchange Notice and following the deposit of cash into the Cash Accounts and/or prepayment of the Loan in accordance with the Share Exchange Notice, the Lender shall notify the Custodian to release from the relevant Securities Account the number of Collateral Shares equal to the Share Exchange Agent Number and/or (at the cost of the Borrower) take necessary actions to release the such number of Collateral Shares equal to the Share Exchange Number from the Security constituted by the Share and Account Charge, provided that if (i) the number of Collateral Shares on the relevant Business Day is less than the Share Exchange Number, the Lender shall issue in exchange for only be required to release (or instruct the Custodian to release) such lostnumber of Collateral Shares and (ii) to the extent any SPA Shares are subject to the Security constituted by the Share and Account Charge, stolen the Lender may release (or destroyed certificate instruct the Merger Consideration Custodian to release) the SPA Shares before any other Initial Collateral Shares are released. (d) The Lender shall not be required to release any Collateral Shares pursuant to Section 2paragraphs (a) and (c) above in respect of any voluntary prepayment of the Loan made by the Borrower if the Borrower makes such voluntary prepayment of the Loan (i) by applying the Sale Deposit Cash (as defined in Clause 18.5(d)(iv) above) standing to the credit of the Cash Accounts, (ii) in connection with Clause 18.2 (Top-up Obligations) or (iii) in connection with paragraph (e) below. (e) On any Business Day after the date falling 365 days from the Utilisation Date, a Chargor may apply the Exchange Deposit Cash to make a voluntary prepayment of the Loan in accordance with Clause 7.4 (Voluntary prepayment).

Appears in 1 contract

Samples: Margin Loan Facility Agreement (E-House (China) Holdings LTD)

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