Common use of Merger Share Certificates Clause in Contracts

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.

Appears in 1 contract

Samples: Merger Agreement (Excaliber Enterprises, Ltd.)

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Merger Share Certificates. Upon surrender of a Certificate for cancellation to EXCALIBEREUTA, or to any agent or agents as may be appointed by EXCALIBEREUTA, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as EXCALIBER EUTA or its agent or agents shall determineagents, the holder of such Certificate shall be entitled to receive in exchange therefortherefore, a certificate ("MERGER SHARE CERTIFICATE") representing the number of shares of EXCALIBER 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 EXCALIBER EUTA Common Stock is to be issued in a name other than that in which the Certificate certificate for Ironclad Shares 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 EXCALIBER EUTA or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such EXCALIBER EUTA Common Stock in a name other than that of the registered holder of the Certificate certificate surrendered, or establish to the satisfaction of EXCALIBER 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: Merger Agreement (Ironclad Performance Wear Corp)

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

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Merger Share Certificates. Upon surrender of a Certificate for cancellation to EXCALIBERGHR, or to any agent or agents as may be appointed by EXCALIBERGHR, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as EXCALIBER 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 EXCALIBER 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 EXCALIBER GHR Common Stock is to be issued in a name other than that in which the Certificate certificate for AL Common Stock 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 EXCALIBER GHR or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such EXCALIBER GHR Common Stock in a name other than that of the registered holder of the Certificate certificate surrendered, or establish to the satisfaction of EXCALIBER 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: Merger Agreement (Gold Hill Resources, Inc.)

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