Exchange of Stock Certificates. (a) At or prior to the Effective Time, GigOptix shall enter into an agreement with a bank or trust company selected by GigOptix and reasonably acceptable to Endwave to act as the exchange agent for the Merger (the “Exchange Agent”).
(b) At or prior to the Effective Time, GigOptix shall supply or cause to be supplied to or for the account of the Exchange Agent in trust for the benefit of the Holders of Endwave Common Stock, for exchange pursuant to this Section 2.04 (i) certificates (or, at the Holder’s request, direct registration) evidencing the shares of GigOptix Common Stock issuable pursuant to Section 2.01 to be exchanged for outstanding shares of Endwave Common Stock, and (ii) cash in an aggregate amount sufficient to make the payments in lieu of fractional shares provided for in Section 2.01(f).
(c) Promptly (and in no event more than five business days) after the Effective Time, GigOptix shall mail or shall cause to be mailed to each Holder a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Endwave Certificates shall pass, only upon proper delivery of the Endwave Certificates to the Exchange Agent) and instructions for surrender of the Endwave Certificates. Upon surrender to the Exchange Agent of an Endwave Certificate (if any), together with such letter of transmittal duly executed, the Holder shall be entitled to receive in exchange therefor (no later than five business days after the Exchange Agent’s receipt of the duly executed letter of transmittal and, if applicable, Endwave Certificate): (i) certificates evidencing that number of shares of GigOptix Common Stock issuable to such Holder in accordance with this Article II; (ii) any dividends or other distributions that such Holder has the right to receive pursuant to Section 2.04(d); and (iii) cash in respect of fractional shares as provided in Section 2.01(f), and such Endwave Certificate so surrendered shall forthwith be cancelled. No certificate representing shares of GigOptix Common Stock will be issued to a Person who is not the registered owner of a surrendered Endwave Certificate unless (i) the Endwave Certificate so surrendered has been properly endorsed or otherwise is in proper form for transfer, and (ii) such Person shall either (A) pay any transfer or other tax required by reason of such issuance or (B) establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is...
Exchange of Stock Certificates. On the effective date of the Merger, the Shareholders, as the holders of a certificate or certificates representing shares of Company common stock shall, upon surrender of such certificate or certificates, receive the Merger Consideration, and until the certificate or certificates of Company common stock shall have been surrendered by the Shareholder and replaced by a certificate or certificates representing Pentegra Common Stock (as set forth on ANNEX I), the certificate or certificates of Company common stock shall, for all purposes be deemed to evidence ownership of the number of shares of Pentegra Common Stock determined in accordance with the provisions of ANNEX I. All shares of Pentegra Common Stock issuable to the Shareholders in the Merger shall be deemed for all purposes to have been issued by Pentegra on the Closing Date. The Shareholders shall deliver to Pentegra at Closing the certificate or certificates representing the Company common stock owned by them, duly endorsed in blank by the Shareholders, or accompanied by duly executed blank stock powers, and with all necessary transfer tax and other revenue stamps, acquired at the Shareholder's expense, affixed and cancelled.
Exchange of Stock Certificates. Promptly upon surrender of any certificates representing Shares at the office of the Company, the Company will, at its expense, execute and deliver to the Purchaser a new certificate or certificates in denominations specified by the Purchaser for an aggregate number of Shares equal to the number of Shares represented by the certificates surrendered.
Exchange of Stock Certificates. As expeditiously as possible after the effectiveness of any registration pursuant to this Section 6(h), the Company will deliver in exchange for any certificates representing shares of Legend Stock so registered, new common stock certificates not bearing the legend set forth above.
Exchange of Stock Certificates. 6 2.4 Lost, Stolen or Destroyed Certificates............................7 2.5
Exchange of Stock Certificates. Certificates (or evidence of shares in book entry form) for shares of Company Common Stock shall be exchanged for the Merger Consideration in accordance with the following procedures:
(a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company to act as paying agent under this Agreement (the "Paying Agent") and who shall serve pursuant to an agreement between Parent and the Paying Agent. Prior to the Effective Time, Parent shall deliver or cause to be delivered to the Paying Agent, in trust for the benefit of the holders of Company Common Stock, an amount in cash equal to the Merger Consideration multiplied by the number of shares of Company Common Stock to be converted in the Merger (the "Exchange Fund"). The Paying Agent shall invest the Exchange Fund as directed by Parent; provided that such investments shall be in obligations of or guaranteed by the United States of America. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the aggregate amounts payable under Section 4.1(a) shall be promptly returned to the Surviving Corporation. To the extent that there are any losses with respect to any such investments, or the Exchange Fund diminishes for any reason below the level required for the Paying Agent to make prompt cash payment under Section 4.1(a), Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Paying Agent to make such aggregate payments under Section 4.1(a).
(b) As promptly as practicable after the Effective Time, but in no event later than five (5) Business Days following the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock a form of letter of transmittal (the "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 Paying Agent and shall be in such form and have such other provisions (including customary provisions with respect to delivery of an "agent's message" with respect to shares held in book-entry form) as Parent may specify, subject to the Company's reasonable approval), together with instructions thereto. Upon (i) in the case of shares of Company Common Stock represented by a...
Exchange of Stock Certificates. Immediately after the ------------------------------ Effective Date, the Surviving Corporation shall deliver to the record holder of the certificate which immediately prior to the Effective Date represented all the outstanding shares of Poolmart Common Stock that were converted into the right to receive shares of Leslie's Common Stock in accordance with Section 2.1(d), in exchange for such certificate, duly endorsed in blank, a share certificate, registered in the name of such record holder, representing the number of shares of Leslie's Common Stock to which such record holder is so entitled by virtue of Section 2.1(d). Such certificate will bear a legend restricting the transferability of such shares of Leslie's Common Stock to the extent contemplated by the Stockholders Agreement referred to in Section 6.3(e), which restrictions include restrictions designed to assure the Surviving Corporation that these shares will not be offered or sold in contravention of any federal or state securities laws.
Exchange of Stock Certificates. At the Closing, Fox Kids shall deliver, or cause to be delivered, to LIFE, against delivery to Fox Kids of the IFE Notes and the certificate or certificates evidencing the IFE Stock (together with duly executed stock powers in blank and with all requisite stock and bond transfer tax stamps duly affixed thereto), a certificate, registered in the name of LIFE or its nominee, representing the shares of Fox Kids Preferred Stock to which LIFE is entitled pursuant to Section 2.1 hereof.
Exchange of Stock Certificates. Premier Common Stock certificates shall be exchanged for Fulton Common Stock certificates in accordance with the following procedures:
Exchange of Stock Certificates. Immediately after the Effective Time, the Surviving Corporation shall deliver to the record holders of the certificates that immediately prior to the Effective Time represented all of the outstanding shares of MergerSub Common Stock that were converted into the right to receive shares of Surviving Corporation Common Stock in accordance with Section 2.2.3, in exchange for such certificates, duly endorsed in blank, share certificates, registered in the names of such record holders, representing the number of shares of Surviving Corporation Common Stock to which such record holders are so entitled by virtue of Section 2.2.
