Merger Share Certificates Sample Clauses

Merger Share Certificates. Upon surrender of a Certificate for cancellation to PHI, or to any agent or agents as may be appointed by PHI, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as PHI or its agent or agents shall determine, the holder of such Certificate shall be entitled to receive in exchange therefor, (a) a certificate representing the number of shares of PHI Common Stock, and (b) subject to Section 2.11 hereof, a certificate representing the number of shares of PHI Series A Preferred Stock (or the shares of PHI Common Stock issuable upon conversion thereof), which such holder has the right to receive pursuant to the provisions of Section 2.9 hereof and the Certificate so surrendered shall forthwith be cancelled. If any certificate for such PHI Common Stock and PHI Series A Preferred Stock is to be issued in a name other than that in which the certificate for SGT Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to PHI or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such PHI Common Stock and PHI Series A Preferred Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of PHI or its transfer agent that all taxes have been paid. Until surrendered as contemplated by this Section 2.10.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.9 hereof.
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Merger Share Certificates. Upon surrender of a Certificate for cancellation to EXCALIBER, or to any agent or agents as may be appointed by EXCALIBER, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as EXCALIBER or its agent or agents shall determine, the holder of such Certificate shall be entitled to receive in exchange therefor, a certificate representing the number of shares of EXCALIBER Common Stock which such holder has the right to receive pursuant to the provisions of Section 2.9 and the Certificate so surrendered shall forthwith be cancelled. If any certificate for such EXCALIBER Common Stock is to be issued in a name other than that in which the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to EXCALIBER or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such EXCALIBER Common Stock in a name other than that of the registered holder of the Certificate surrendered, or establish to the satisfaction of EXCALIBER or its transfer agent that all taxes have been paid. Until surrendered as contemplated by this Section 2.10.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.9.
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Merger Share Certificates. Upon surrender of a Certificate for cancellation to FPM, or to any agent or agents as may be appointed by FPM, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as FPM or its agent or agents shall determine, the holder of such Certificate shall be entitled to receive in exchange therefor, a certificate representing the number of shares of FPM Common Stock which such holder has the right to receive pursuant to the provisions of Section 2.9 and the Certificate so surrendered shall forthwith be cancelled. If any certificate for such FPM Common Stock is to be issued in a name other than that in which the certificate for FPI Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to FPM or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such FPM Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of FPM or its transfer agent that all taxes have been paid. Until surrendered as contemplated by this Section 2.10.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.9.
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Merger Share Certificates. Upon surrender of a Certificate for cancellation to the Escrow Agent, Artemis be entitled to receive in exchange therefor a certificate representing 407,000,000 shares of Sharewell. It shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer. Until surrendered as contemplated by this Section 1.10.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Artemis Merger Consideration as contemplated by Section 1.9 hereof.
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Merger Share Certificates. Upon surrender of a Certificate for cancellation to W270, or to any agent or agents as may be appointed by W270, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as W270 or its agent or agents shall determine, the holder of such Certificate shall be entitled to receive in exchange therefor, a certificate (“Merger Share Certificate”) representing the number of shares of W270 Super Voting Preferred Stock which such holder has the right to receive pursuant to the provisions of Section 2.9 and the Certificate so surrendered shall forthwith be cancelled. If any certificate for such W270 Super Voting Preferred Stock is to be issued in a name other than that in which the certificate for Saleen Automotive Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to W270 or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such W270 Super Voting Preferred Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of W270 or its transfer agent that all taxes have been paid. Until surrendered as contemplated by this Section 2.10.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.9.
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Related to Merger Share Certificates

  • Legended Share Certificates Exchangeco will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of their right to instruct the Trustee with respect to the exercise of the Voting Rights in respect of the Exchangeable Shares of the Beneficiaries.

  • Share Certificates In lieu of issuing certificates for shares, the Trustees or the transfer agent either may issue receipts therefor or may keep accounts upon the books of the Trust for the record holders of such shares, who shall in either case, for all purposes hereunder, be deemed to be the holders of certificates for such shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof. The Trustees at any time may authorize the issuance of share certificates. In that event, each shareholder shall be entitled to a certificate stating the number of shares owned by him or her, in such form as shall be prescribed from time to time by the Trustees. Such certificate shall be signed by the President or Vice President and by the Treasurer or Assistant Treasurer. Such signatures may be facsimile if the certificate is signed by a transfer agent, or by a registrar, other than a Trustee, officer or employee of the Trust. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall cease to be such officer before such certificate is issued, it may be issued by the Trust with the same effect as if he or she were such officer at the time of its issue.

  • Legend on Share Certificates Each certificate representing any Shares issued after the date hereof shall be endorsed by the Company with a legend reading substantially as follows: “THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A AMENDED AND RESTATED VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.” The Company, by its execution of this Agreement, agrees that it will cause the certificates evidencing the Shares issued after the date hereof to bear the legend required by this Section 7.12, and it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing Shares upon written request from such holder to the Company at its principal office. The parties to this Agreement do hereby agree that the failure to cause the certificates evidencing the Shares to bear the legend required by this Section 7.12 and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

  • Legend on Common Share Certificates Certificates or written acknowledgements for the Common Shares, including without limitation in respect of Common Shares issued upon the conversion of Convertible Securities, issued at or after the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this [certificate/Direct Registration Advice] also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Shareholder Rights Plan Agreement dated as of May 10, 2013 (amending and restating the Shareholder Rights Plan Agreement dated effective October 1, 2010), as such may from time to time be amended, restated, varied or replaced, (the "Rights Agreement"), between Pembina Pipeline Corporation (the "Corporation") and Computershare Trust Company of Canada as Rights Agent, the terms of which are hereby incorporated herein by reference and, a copy of which is on file at the registered office of the Corporation. In certain circumstances, as set forth, in the Rights Agreement, such Rights may be amended, redeemed, may expire, may become void (if, in certain cases, they are "Beneficially Owned" by an "Acquiring Person", as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this [certificate/Direct Registration Advice]. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days, after the receipt of a written request therefor. Certificates representing Common Shares that are issued and outstanding at and after the Record Time, and certificates representing trust units of Pembina Pipeline Income Fund or securities of other predecessor entities of the Corporation that have not been exchanged for certificates representing Common Shares following the Effective Time, shall evidence one Right for each Common Share evidenced thereby notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.

  • Register of Shares and Share Certificates A register shall be kept at the principal office of the Trust or an office of one or more transfer agents which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class thereof held by them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon. The Trustees shall have no obligation to, but in their discretion may, authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. If one or more share certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of the Shares evidenced thereby for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.

  • Legend on Stock Certificates Certificates evidencing the Option Shares, to the extent appropriate at the time, shall have noted conspicuously on the certificates a legend intended to give all persons full notice of the existence of the conditions, restrictions, rights and obligations set forth herein and in the Plan.

  • Delivery of Share Certificates Within a reasonable time after the exercise of the Option the Company shall cause to be delivered to the Optionee, his or her legal representative or his or her beneficiary, a certificate for the Shares purchased pursuant to the exercise of the Option.

  • Delivery of Share Certificates for Escrow Securities The Escrow Agent will send to each Securityholder any share certificates or other evidence of that Securityholder’s escrow securities in the possession of the Escrow Agent released from escrow as soon as reasonably practicable after the release.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

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