Exchanges at the Closing. 7.2.1 Subject to the fulfillment of all conditions precedent to Intuit's obligation to effect the Closing under Article 9, at the Closing, Intuit will deliver to each C-Co Shareholder (in addition to any other items required by this Agreement to be delivered by Intuit at the Closing), in
Exchanges at the Closing. 9.2.1. At the Closing, the Uniloc Certificates shall be exchanged for the Exchange Shares, evidenced by the certificates therefore, as provided in Section 2 hereof.
9.2.2. At the Closing, Uniloc shall advance the sum of Three Hundred Ten Thousand ($310,000) Dollars to CSRV, of which $5,500 shall have been previously paid in the form of a non-refundable deposit to NevWest Securities Corp. and $50,000 shall have been deposited in escrow with Wells Fargo upon execution of this Agreement. Therefore, at Closing Xxxxoc shall deliver the additional sum of $254,500.00 in the form of a certified bank check or wire transfer payable to the escrow account and disbursed in accordance with the terms of the escrow agreement.
9.2.3. At the Closing, Uniloc shall deliver such additional quarterly Unaudited Financial Statement of Uniloc for all quarters from the date of the quarters previously provided up to any quarter ending forty five (45) days from the Closing Date.
Exchanges at the Closing. 7.2.1 At the Closing, (a) the THAWTE Certificates shall be exchanged for the Exchange Shares, evidenced by the certificates therefore, as provided in Section 2 hereof and (b) the THAWTE Shareholder shall be paid US$59,500 cash as provided in Section 2.
7.2.2 At the Closing, the Escrow Shares shall be delivered to the Escrow Agent by VeriSign or VeriSign's transfer agent as provided in Section 2.3 hereof.
7.2.3 The THAWTE Shareholder understands and agrees that stop transfer instructions will be given to VeriSign's transfer agent with respect to certificates evidencing the Exchange Shares to assure compliance with the provisions of the THAWTE Affiliates Agreements and Investment Representation Letter and that there will be placed on the certificates evidencing such Exchange Shares legends as specified in the Investment Representation Letter.
7.2.4 After the Closing there will be no further registration of transfers on the share register of THAWTE or its transfer agent or company secretary of the THAWTE Stock that was issued and outstanding immediately prior to the Closing. If, after the Closing, THAWTE Certificates are presented for any reason, they will be canceled.
Exchanges at the Closing. 7.2.1 At the Closing, each Shareholder will deliver to Acquiror (a) certificates representing all of the PAPI Shares, PAMT Shares and PAPT Shares owned by such Shareholder, together with such stock powers, assignments or other instruments as may be reasonably required by Acquiror to provide for the transfer of all its PAPI Shares, PAMT Shares and PAPT Shares to Acquiror; and (b) any other documentation required to effectuate the transfer under applicable law. Without limitation to the foregoing, (a) each Shareholder of PAPT and
Exchanges at the Closing. 7.2.1 At the Closing, (a) the Retek Certificates shall be exchanged for the Exchange Shares (less the Escrow Shares) and cash for fractional shares as provided in Section 2.1 hereof and (b) the Retek Shareholders shall be paid $1,000 cash as provided in Section 2.
7.2.2 At the Closing, the Escrow Shares shall be delivered to the Escrow Agent by HNC or HNC's transfer agent as provided in Section 2.4 hereof.
7.2.3 At the Closing, the Retek Options shall be exchanged for HNC Options as provided in Section 2.2 hereof.
7.2.4 Each Retek Shareholder understands and agrees that stop transfer instructions will be given to HNC's transfer agent with respect to certificates evidencing the Exchange Shares to assure compliance with the provisions of the Retek Affiliates Agreements and Investment Representation Letter and that there will be placed on the certificates evidencing such Exchange Shares legends as specified in the Investment Representation Letter.
7.2.5 After the Closing there will be no further registration of transfers on the stock transfer books of Retek or its transfer agent of the Retek Stock that was outstanding immediately prior to the Closing. If, after the Closing, Retek Certificates are presented for any reason, they will be canceled.
Exchanges at the Closing. 7.2.1 At the Closing, each Stockholder will deliver to Acquiror (a) the Target Ordinary Shares Certificate(s) representing all Target Ordinary Shares held of record or beneficially owned by such Stockholder on the Closing Date as set forth on Exhibit A, duly endorsed by such Stockholder for transfer to Acquiror, (b) a written stock transfer form separate from the Target Ordinary Shares Certificate in the form attached hereto as Exhibit 7.2.1, duly endorsed by such Stockholder assigning and transferring all such Target Ordinary Shares to Acquiror and (c) any other documentation required to effectuate transfer under applicable law.
7.2.2 Upon receipt of the documents described in Section 7.2.1, Acquiror will direct its transfer agent to issue (and deliver to each Stockholder) a share certificate or certificates registered in the name of such Stockholder for the number of Acquiror Ordinary Shares set forth beside such Stockholder's name on Exhibit A.
7.2.3 Promptly after the Closing, Acquiror will deliver to the Stockholders any cash due in lieu of fractional shares as provided for in Section 2.
Exchanges at the Closing. 7.2.1 At the Closing, (a) the Enterprise Certificates shall be exchanged for the Exchange Shares as provided in Section 2 hereof and (b) the Enterprise Shareholder shall be paid the amounts described in Section 2 hereof.
7.2.2 The Enterprise Shareholder understands and agrees that stop transfer instructions will be given to NetSelect's transfer agent with respect to certificates evidencing the Exchange Shares to assure compliance with the provisions of the Investment Representation Letter and that there will be placed on the certificates evidencing such Exchange Shares legends as specified in the Investment Representation Letter.
7.2.3 After the Closing there will be no further registration of transfers on the stock transfer books of Enterprise or its transfer agent of the Enterprise Stock that was outstanding immediately prior to the Closing. If, after the Closing, Enterprise Certificates are presented for any reason, they will be canceled.
Exchanges at the Closing. 7.2.1 At the Closing, (a) the MP Certificates shall be exchanged for the Exchange Shares (less the Escrow Shares) and cash for fractional shares as provided in Section 2.1 hereof.
Exchanges at the Closing. 7.2.1 At the Closing, (a) the Zedcor Certificates shall be exchanged for the Exchange Shares as provided in Section 2.1 hereof.
7.2.2 [RESERVED]
7.2.3 [RESERVED]
7.2.4 Each Zedcor Shareholder understands and agrees that stop transfer instructions will be given to IMSI's transfer agent with respect to certificates evidencing the Exchange Shares.
7.2.5 After the Closing there will be no further registration of transfers on the stock transfer books of Zedcor or its transfer agent of the Zedcor Stock that was outstanding immediately prior to the Closing. If, after the Closing, Zedcor Certificates are presented for any reason, they will be canceled.
Exchanges at the Closing
