Common use of Merger Share Certificates Clause in Contracts

Merger Share Certificates. Upon surrender of a Certificate for cancellation to GHR, or to any agent or agents as may be appointed by GHR, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as GHR or its agent or agents shall determine, the holder of such Certificate (“Merger Share Certificate”) shall be entitled to receive in exchange therefor, a certificate representing the number of shares of GHR 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 GHR Common Stock is to be issued in a name other than that in which the certificate for AL 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 GHR or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such GHR Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of GHR 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gold Hill Resources, Inc.)

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Merger Share Certificates. Upon surrender of a Certificate for cancellation to GHRTrist, or to any agent or agents as may be appointed by GHRTrist, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as GHR Trist or its agent or agents shall determine, the holder of such Certificate (“Merger Share Certificate”) shall be entitled to receive in exchange therefor, a certificate (“Merger Share Certificate”) representing the number of shares of GHR Trist Super-Voting 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 GHR Trist Super-Voting Common Stock is to be issued in a name other than that in which the certificate for AL Z&Z 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 GHR Trist or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such GHR Trist Super-Voting Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of GHR Trist 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Trist Holdings, Inc.)

Merger Share Certificates. Upon surrender of a Certificate for cancellation to GHREXCALIBER, or to any agent or agents as may be appointed by GHREXCALIBER, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as GHR EXCALIBER or its agent or agents shall determine, the holder of such Certificate (“Merger Share Certificate”) shall be entitled to receive in exchange therefor, a certificate representing the number of shares of GHR 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 GHR EXCALIBER Common Stock is to be issued in a name other than that in which the certificate for AL Common Stock Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the certificate 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 GHR EXCALIBER or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such GHR EXCALIBER Common Stock in a name other than that of the registered holder of the certificate Certificate surrendered, or establish to the satisfaction of GHR 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Excaliber Enterprises, Ltd.)

Merger Share Certificates. Upon surrender of a Certificate for cancellation to GHRSTRV, or to any agent or agents as may be appointed by GHRSTRV, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as GHR STRV or its agent or agents shall determineagents, the holder of such Certificate shall be entitled to receive in exchange therefore, a certificate (“Merger Share Certificate”) shall be entitled to receive in exchange therefor, a certificate representing the number of shares of GHR STRV 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 GHR STRV Common Stock is to be issued in a name other than that in which the certificate for AL Common Stock CNSR Shares 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 GHR STRV or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such GHR STRV Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of GHR STRV 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Strativation, Inc.)

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Merger Share Certificates. Upon surrender of a Certificate for cancellation to GHREUTA, or to any agent or agents as may be appointed by GHREUTA, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as GHR EUTA or its agent or agents shall determineagents, the holder of such Certificate (“Merger Share Certificate”) shall be entitled to receive in exchange therefortherefore, a certificate ("MERGER SHARE CERTIFICATE") representing the number of shares of GHR EUTA Common Stock which such holder has the right to receive pursuant to the provisions of Section SECTION 2.9 and the Certificate so surrendered shall forthwith be cancelled. If any certificate for such GHR EUTA Common Stock is to be issued in a name other than that in which the certificate for AL Common Stock Ironclad Shares 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 GHR EUTA or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such GHR EUTA Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of GHR EUTA or its transfer agent that all taxes have been paid. Until surrendered as contemplated by this Section 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 SECTION 2.9.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ironclad Performance Wear Corp)

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