We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Exchange Rules Clause in Contracts

Exchange Rules. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of one or more shares of Company Common Stock as of the Effective Time: (i) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock shall pass, only upon delivery of the corresponding Certificates (or affidavit of loss in lieu thereof) to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares, which letter shall be in customary form, and (ii) instructions for effecting the surrender of such Certificates (or affidavit of loss in lieu thereof) or Book Entry Shares in exchange for the Merger Consideration. Each holder of shares of Company Common Stock (other than Company Excluded Shares), upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book Entry Shares to the Exchange Agent together with such Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, shall be entitled to receive in exchange therefor (i) one or more shares of Parent Common Stock that shall be in uncertificated book-entry form unless a physical certificate is requested and that shall represent, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1(a) (after taking into account all shares of Company Common Stock then held by such holder) and (ii) a check for immediate payment in the amount equal to any cash that such holder has the right to receive pursuant to this Article II, consisting of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(e) and any dividends and other distributions pursuant to Section 2.2(c). No interest shall be paid or shall accrue on any cash payable pursuant to Section 2.2(c) or Section 2.2(e). In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, one or more shares of Parent Common Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock and a check in the proper amount of any cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c) may be issued with respect to such Company Common Stock, as the case may be, to such a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

Appears in 2 contracts

Samples: Merger Agreement (ARBINET Corp), Merger Agreement (Primus Telecommunications Group Inc)

Exchange Rules. Promptly after the Effective Time, Parent Schlumberger US shall cause the Exchange Agent to mail to each holder of record of one or more shares of Company Cameron Common Stock as of the Effective Time: (i) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Cameron Common Stock shall pass, only upon delivery of the corresponding Certificates (or affidavit of loss in lieu thereof) to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares, which letter shall be in customary formform and have such other provisions as Schlumberger US may reasonably specify, and (ii) instructions for effecting the surrender of such Certificates (or affidavit of loss in lieu thereof) or Book Entry Shares in exchange for the Merger Consideration. Each holder of shares of Company Cameron Common Stock (other than Company Excluded Shares)that have been converted into a right to receive the Merger Consideration, upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book Entry Shares to the Exchange Agent together with such Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, shall will be entitled to receive in exchange therefor (i) one or more shares of Parent Schlumberger Common Stock that which shall be in uncertificated book-entry form unless a physical certificate is requested and that which shall represent, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1(a4.1(a) (after taking into account all shares of Company Cameron Common Stock then held by such holder) and (ii) a check for immediate payment in the amount equal to any cash that such holder has the right to receive pursuant to this Article II4, consisting of the cash consideration pursuant to Section 4.1, cash in lieu of any fractional shares of Parent Schlumberger Common Stock pursuant to Section 2.2(e4.2(e) and any dividends and other distributions pursuant to Section 2.2(c4.2(c). No interest shall will be paid or shall will accrue on any cash payable pursuant to Section 2.2(c4.2(c) or Section 2.2(e4.2(e). In the event of a transfer of ownership of Company Cameron Common Stock that is not registered in the transfer records of the CompanyCameron, one or more shares of Parent Schlumberger Common Stock evidencing, in the aggregate, the proper number of shares of Parent Schlumberger Common Stock and a check in the proper amount of equal to any cash that is payable pursuant to Section 4.1(a) and any cash in lieu of any fractional shares of Parent Schlumberger Common Stock pursuant to Section 2.2(e4.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c) 4.2(c), may be issued with respect to such Company Cameron Common Stock, as the case may be, to such a transferee if the Certificate representing such shares of Company Cameron Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid.

Appears in 2 contracts

Samples: Merger Agreement (Cameron International Corp), Merger Agreement (Schlumberger LTD /Nv/)

Exchange Rules. Promptly after the Effective Time, Parent FNB shall cause the Exchange Agent to mail to each holder of record of one or more shares of Company Common Granite Stock as of immediately prior to the Effective Time: (i) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Granite Stock shall pass, only upon delivery of the corresponding Certificates (or affidavit of loss in lieu thereof) to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares, which letter shall be in customary formform and have such other provisions as FNB may reasonably specify, and (ii) instructions for effecting the surrender of such Certificates (or affidavit of loss in lieu thereof) or Book Entry Shares in exchange for the Merger Consideration. Each holder of shares of Company Common Granite Stock (other than Company Excluded Shares)that have been converted into a right to receive the Merger Consideration, upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book Entry Shares to the Exchange Agent together with such Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, shall will be entitled to receive in exchange therefor (i) one or more shares of Parent FNB Common Stock that which shall be in uncertificated book-entry form unless a physical certificate is requested and that which shall represent, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1(a3.01(a)(i) (after taking into account all shares of Company Common Granite Stock then held by such holder) and (ii) a check for immediate payment in the amount equal to any cash that such holder has the right to receive pursuant to this Article IIARTICLE III, consisting of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(e) and any dividends and other distributions pursuant to Section 2.2(c3.03(c). No interest shall will be paid or shall will accrue on any cash payable pursuant to Section 2.2(c) or Section 2.2(e3.03(c). In the event of a transfer of ownership of Company Common Granite Stock that is not registered in the transfer records of the CompanyGranite, one or more shares of Parent FNB Common Stock evidencing, in the aggregate, the proper number of shares of Parent FNB Common Stock and a check in the proper amount of any cash in lieu of any fractional shares of Parent Common Stock pursuant with respect to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c3.03(c) may be issued with respect to such Company Common Granite Stock, as the case may be, to such a transferee if the Certificate representing such shares of Company Common Granite Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid.

Appears in 2 contracts

Samples: Merger Agreement (FNB United Corp.), Merger Agreement (Bank of Granite Corp)

Exchange Rules. Promptly after the Effective Time, Parent Schlumberger shall cause the Exchange Agent to mail to each holder of record of one or more shares of Company Xxxxx Common Stock as of the Effective Time: (i) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Xxxxx Common Stock shall pass, only upon delivery of the corresponding Certificates (or affidavit of loss in lieu thereof) to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares, which letter shall be in customary formform and have such other provisions as Schlumberger may reasonably specify, and (ii) instructions for effecting the surrender of such Certificates (or affidavit of loss in lieu thereof) or Book Entry Shares in exchange for the Merger Consideration. Each holder of shares of Company Xxxxx Common Stock (other than Company Excluded Shares)that have been converted into a right to receive the Merger Consideration, upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book Entry Shares to the Exchange Agent together with such Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, shall will be entitled to receive in exchange therefor (i) one or more shares of Parent Schlumberger Common Stock that which shall be in uncertificated book-entry form unless a physical certificate is requested and that which shall represent, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1(a4.1(a) (after taking into account all shares of Company Xxxxx Common Stock then held by such holder) and (ii) a check for immediate payment in the amount equal to any cash that such holder has the right to receive pursuant to this Article II4, consisting of cash in lieu of any fractional shares of Parent Schlumberger Common Stock pursuant to Section 2.2(e4.2(e) and any dividends and other distributions pursuant to Section 2.2(c4.2(c). No interest shall will be paid or shall will accrue on any cash payable pursuant to Section 2.2(c4.2(c) or Section 2.2(e4.2(e). In the event of a transfer of ownership of Company Xxxxx Common Stock that is not registered in the transfer records of the CompanyXxxxx, one or more shares of Parent Schlumberger Common Stock evidencing, in the aggregate, the proper number of shares of Parent Schlumberger Common Stock and a check in the proper amount of any cash in lieu of any fractional shares of Parent Schlumberger Common Stock pursuant to Section 2.2(e4.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c) 4.2(c), may be issued with respect to such Company Xxxxx Common Stock, as the case may be, to such a transferee if the Certificate representing such shares of Company Xxxxx Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid.

Appears in 2 contracts

Samples: Merger Agreement (Schlumberger LTD /Nv/), Merger Agreement (Smith International Inc)

Exchange Rules. Promptly after the Effective Time, Parent Dorado shall cause the Exchange Agent to mail to each holder of record of one or more shares of Company Redfish Common Stock as of the Effective Time: Time (other than any holder which has previously and properly surrendered all of its Certificate(s) to the Exchange Agent in accordance with Section 2.1(b) (each, an “Electing Stockholder”)): (i) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Redfish Common Stock shall pass, only upon delivery of the corresponding Certificates (or affidavit of loss in lieu thereof) to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares, which letter shall be in customary formform and have such other provisions as Dorado may reasonably specify, and (ii) instructions for effecting the surrender of such Certificates (or affidavit of loss in lieu thereof) or Book Entry Shares in exchange for the Merger Consideration. Each holder of shares of Company Redfish Common Stock (other than Company Excluded Shares)that have been converted into a right to receive the Merger Consideration, upon (i) with respect to any Electing Stockholder, completion of the calculations required by Section 2.1(a) or (ii) with respect to any holder that is not an Electing Stockholder, surrender of a Certificate (or affidavit of loss in lieu thereof) or Book Entry Shares to the Exchange Agent together with such Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, shall will be entitled to receive in exchange therefor (i) one or more shares of Parent Dorado Common Stock that which shall be in uncertificated book-entry form unless a physical certificate is requested and that which shall represent, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1(a) (after taking into account all shares of Company Redfish Common Stock then held by such holder) and (ii) a check for immediate payment in the amount equal to any cash that such holder has the right to receive pursuant to this Article II, consisting of the cash consideration pursuant to Section 2.1(a), cash in lieu of any fractional shares of Parent Dorado Common Stock Stock, as the case may be, pursuant to Section 2.2(e) and any dividends and other distributions pursuant to Section 2.2(c). No interest shall will be paid or shall will accrue on any cash payable pursuant to Section 2.1(a), Section 2.2(c) or Section 2.2(e). In the event of a transfer of ownership of Company Redfish Common Stock that is not registered in the transfer records of the CompanyRedfish, one or more shares of Parent Dorado Common Stock evidencing, in the aggregate, the proper number of shares of Parent Dorado Common Stock and a check in the proper amount of any cash consideration pursuant to Section 2.1(a), cash in lieu of any fractional shares of Parent Dorado Common Stock pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c) ), may be issued with respect to such Company Redfish Common Stock, as the case may be, to such a transferee if the Certificate representing such shares of Company Redfish Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

Appears in 1 contract

Samples: Merger Agreement (Encore Acquisition Co)