Manner and Basis of Exchanging Shares Sample Clauses

Manner and Basis of Exchanging Shares. The manner and ------------------------------------- basis of exchanging the shares of Pioneer Common Stock for cash, as set forth in the Agreement, are as follows: (a) As provided by Section 271B.11-060(2) of the Kentucky Business Corporation Act (the "Act"), and except as may be modified in accordance with Section 1.05 of the Agreement, when the Exchange takes effect at the Effective Time (as defined below): (i) Each outstanding share of Pioneer Common Stock shall, IPSO FACTO, and without any action on the part of the holder thereof, be exchanged for the right to receive $98.50 in cash, without interest (the "Exchange Consideration") and the former holders of the shares of Pioneer Common Stock shall be entitled only to the exchange rights provided in this Plan of Share Exchange and the Agreement or to their rights under Subtitle 13, Chapter 271B of Kentucky Revised Statutes (KRS 271B.13-010 to .13-310) (the "Dissenters' Rights Statute"); and (ii) Central shall acquire and be issued a number of shares of Pioneer Common Stock equal to the number of shares of Pioneer Common Stock that was outstanding immediately prior to the Effective Time, which shares of Pioneer Common Stock so acquired by Central shall constitute all of the issued and outstanding Pioneer Common Stock at the Effective Time. (b) As soon as practicable after the Effective Time, Pioneer Federal Savings Bank, Winchester, Kentucky, as exchange agent (the "Exchange Agent"), shall deliver to each holder of Pioneer Common Stock (except holders of Dissenting Shares, as defined below) converted into the right to receive the Exchange Consideration pursuant to paragraph 4(a)(i) above, who has validly surrendered to the Exchange Agent the certificate or certificates representing such shares of Pioneer Common Stock together with a letter of transmittal in the customary form and other documentation that reasonably may be required by Central or the Exchange Agent, a check for an amount equal to the product of the Exchange Consideration and the number of shares of Pioneer Common Stock represented by the certificate or certificates so surrendered. (c) At and after the Effective Time, each holder of a Certificate that represented shares of Pioneer Common Stock immediately before the Effective Time shall cease to have any rights as a shareholder of the Pioneer, except for the right to surrender such Certificate in exchange for the payment provided pursuant to paragraph 4(a)(i) above or to perfect his rights ...
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Manner and Basis of Exchanging Shares. On the Effective Date: 1. Each share of common stock of the Bank issued and outstanding immediately prior to the Effective Date shall, without any action on the part of the holder thereof, be converted into the right to receive one share of common stock of the Holding Company. 2. Each holder of common stock of the Bank shall cease to be a shareholder of the Bank and the ownership of all shares of the issued and outstanding common stock of the Bank shall thereupon automatically vest in the Holding Company as the acquiring corporation. 3. As of the Effective Date, until surrendered for exchange in accordance with this Reorganization Plan, each certificate theretofore representing common stock of the Bank (or evidence of shares of common stock in book-entry form) will be deemed to evidence the right to receive Holding Company common stock. However, shareholders who do not surrender their Bank stock certificates will not be issued certificates representing the shares of Holding Company common stock they may be entitled to receive and will not be paid dividends or other distributions. Any such dividends or distributions which such shareholders would otherwise receive will be held, without interest, for their accounts until surrender of their Bank stock certificates. The Holding Company shall not be obligated to deliver certificates for shares of Holding Company common stock to any former Bank shareholder until such shareholder surrenders his or her Bank stock certificates. 4. After the Effective Date, the Bank’s shareholders will be furnished instructions for surrendering their present physical stock certificates and for replacing any lost, stolen or destroyed.
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Manner and Basis of Exchanging Shares. Upon execution of this Agreement: (a) Subject to the terms of Section 1.1(c) below, each Company Share that shall be outstanding immediately prior to the Effective Time shall, by virtue of this Agreement and the Share Sale Agreement without any further action on the part of the holder thereof, be exchanged into the right to receive that number of Parent Shares equal to 71,471,764 divided by the total number of Company Shares issued and outstanding immediately prior to the Effective Time (the “Exchange”), so that after giving effect to the Exchange at the Effective Time, Parent shall be the holder of all of the issued and outstanding Company Shares. The total number of Parent Shares that shall be issued to the Stockholders shall be 71,471,764 shares. (b) Each Stockholder shall exchange its Company Shares for that number of Parent Shares listed under the heading “Total Parent Shares Issued” opposite such Stockholder’s name on the list of Stockholders attached hereto as Schedule 1.1(b), subject to the terms of Section 1.1(c) below. (c) The Parent Shares shall be issued to each of the Stockholders listed on Schedule 1.1(b) as follows: (i) Stockholders will receive at Closing one or more certificates representing that number of Parent Shares listed under the heading “Parent Shares Issued at Closing” opposite such Stockholder’s name on the list of Stockholders attached hereto as Schedule 1.1(b) (the “Closing Shares”); and (ii) Stockholders will deposit at Closing that number of Parent Shares listed under the heading “Parent Shares Held in Escrow” opposite such Stockholder’s name, an aggregate of 20,000,000 Parent Shares, in escrow, in accordance with the terms of Section 4.2 below (the “Escrow Shares”). The Escrow Agent, as defined in Section 4.2 below, shall hold in escrow for the benefit of such Stockholders, and the Escrow Shares will be released in accordance with Article 4 hereof.
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Manner and Basis of Exchanging Shares. For each share of the Exchanged Corporation owned by a shareholder of the Exchanged Corporation, the shareholder of the Exchanged Corporation shall receive shares of common stock of the Exchanging Corporation valued at $5,230 (based on the average last quoted price in the "Wall Street Journal" of shares of the Exchanging Corporation's common stock during the thirty (30) trading days immediately preceding the Closing Date (defined in Section 3)). On the Closing Date, the shareholders of the Exchanged Corporation shall transfer all of the shares in the Exchanged Corporation to the Exchanging Corporation, and the Exchanging Corporation within ten (10) days following the Closing Date shall issue to each such shareholder a stock certificate representing shares of the Exchanging Corporation in accordance with the preceding sentence. On the Closing Date, the Exchanging Corporation shall also deliver to the shareholders of the Exchanged Corporation funds in the amount of $110,000.
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Manner and Basis of Exchanging Shares. At the Effective Time: (a) each share of ALA Common Stock issued and outstanding immediately prior to the Effective Time shall be exchanged for one share of Holding Common Stock, which upon such issuance shall be duly authorized, validly issued, fully paid and non-assessable; (b) each share (and/or fraction of a share) of ALA Preferred Stock issued and outstanding immediately prior to the Effective Time shall be exchanged for one share (and/or like fraction of a share) of Holding Preferred Stock, which upon such issuance shall be duly authorized, validly issued, fully paid and non-assessable; (c) The one (1) share of Holding Common Stock issued and outstanding prior to the Effective Time, as owned and held by ALA, shall be canceled and shall thereupon become an authorized and unissued share of Holding Common Stock; (d) each share (and/or fraction of a share) of ALA Preferred Stock, upon surrender for exchange pursuant to Section 1.2(b) above, shall be contributed by Holding to ALA, shall no longer be issued or outstanding, shall be canceled and retired and shall thereupon become authorized but unissued shares of ALA (in accordance with and subject to ALA's certificate of incorporation, as such may be amended from time to time); (e) each share of ALA Common Stock, upon surrender for exchange pursuant to Section 1.2(a) above, shall be owned and held by Holding, and shall remain issued and outstanding; provided, however, that, to the extent the number of such shares of ALA Common Stock exceeds One Hundred (100), all of such shares of ALA Common Stock in excess of 100 shares shall be cancelled and retired and shall thereupon become authorized but unissued shares of ALA (in accordance with and subject to ALA's certificate of incorporation, as such may be amended from time to time); and (f) Holding shall become the owner and holder of all the issued and outstanding shares of ALA Common Stock.
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Manner and Basis of Exchanging Shares. By virtue of the Merger and without any action on the part of Acquiror, Company or Company Stockholders:
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Manner and Basis of Exchanging Shares. OF BANK STOCK The manner and basis of exchanging shares of Bank Stock into shares of Company Stock, excluding those shares of Bank Stock held by shareholders who have perfected dissenters' rights of appraisal under the applicable provisions of Section 1204(c) of AHEOA (the "Dissenters' Rights Provisions"), shall be as follows:
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Manner and Basis of Exchanging Shares. Upon the execution of this Agreement: (a) Subject to the terms of Section 2.6(b) below, and upon the delivery of each Selling Shareholder of his, her or its certificate representing the Priveco Shares, duly executed and endorsed in blank, each Priveco Shares shall be exchanged into the right to receive that number of Newly Issued Pubco Shares equal to 12,000,000 divided by the total number of Priveco Shares to be purchased by Pubco pursuant to this Agreement (the “Exchange”), so that after giving effect to the Exchange, Pubco shall be the holder of all of the Priveco Shares. The total number of Newly Issued Pubco Shares that shall be issued to the Selling Shareholders shall be 12,000,000 shares. (b) In order to protect Pubco from third party claims relating to the Intellectual Property, the Selling Shareholders hereby agree that the Newly Issued Pubco Shares to be issued to each of the Selling Shareholders shall be deposited in escrow for a period of one year (the “Escrow Shares”) and shall be released in accordance with Section 11.3(c) hereof, and in accordance with Section 6.1 and 6.2 hereof.
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Manner and Basis of Exchanging Shares 
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Related to Manner and Basis of Exchanging Shares

  • Private Warrant and Working Capital Warrant Attributes The Private Warrants and Working Capital Warrants will be identical to the Public Warrants.

  • Disposition of Warrant and Exercise Shares (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until: (i) The Company shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed disposition; (ii) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, for the Holder to the effect that such disposition will not require registration of such Warrant or Exercise Shares under the Act or any applicable state securities laws. (b) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

  • Adjustment to Warrant Certificate The form of Warrant Certificate need not be changed because of any adjustment made pursuant to this Article IV, and Warrant Certificates issued after such adjustment may state the same Exercise Price and the same number of shares of Common Stock issuable upon exercise of the Warrants as are stated in the Warrant Certificates initially issued pursuant to this Agreement. The Company, however, may at any time in its sole discretion make any change in the form of Warrant Certificate that it may deem appropriate to give effect to such adjustments and that does not affect the substance of the Warrant Certificate, and any Warrant Certificate thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant Certificate or otherwise, may be in the form as so changed.

  • Persons Having Rights Under Warrant Agreement Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

  • Issuance of Commitment Shares In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause to be issued to the Investor a total of 943,396 shares of Common Stock (the “Commitment Shares”) immediately upon the execution of this Agreement and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of such Commitment Shares. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement.

  • Uncertificated Warrants Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The Depository Trust Company (the “Depositary”) or other book-entry depositary system, in each case as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Adjustment of Warrant Price and Warrant Share Number The number of shares of Common Stock for which this Warrant is exercisable, and the price at which such shares may be purchased upon exercise of this Warrant, shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance with Section 5. (a) Recapitalization, Reorganization, Reclassification,

  • Private Warrants and Working Capital Warrants The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

  • Representative’s Warrant Agreement On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Warrant Agreement.

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