Common use of Merger Share Certificates Clause in Contracts

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.

Merger Share Certificates. Upon surrender of a Certificate for cancellation to PHIW270, or to any agent or agents as may be appointed by PHIW270, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as PHI W270 or its agent or agents shall determine, the holder of such Certificate shall be entitled to receive in exchange therefor, (a) a certificate (“Merger Share 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 W270 Super Voting 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 W270 Super Voting Preferred Stock is to be issued in a name other than that in which the certificate for SGT Saleen Automotive 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 PHI W270 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 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 PHI 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 hereof2.9.

Merger Share Certificates. Upon surrender of a Certificate for cancellation to PHIXtrana, or to any agent or agents as may be appointed by PHIXtrana, together with the Letter of Transmittal, duly completed and executed in accordance with its terms and such other documents as PHI Xtrana or its agent or agents shall determineagents, the holder of such Certificate shall be entitled to receive in exchange therefortherefore, (a) a certificate ("MERGER SHARE 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 Xtrana Common Stock issuable upon conversion thereof), which such holder has the right to receive pursuant to the provisions of Section SECTION 2.9 hereof less such holder's pro rata portion of the Holdback Shares (calculated as that percentage of the total number of shares issuable as Merger Consideration that such holder has the right to receive pursuant to SECTION 2.9) and the Certificate so surrendered shall forthwith be cancelled. If any certificate for such PHI Xtrana 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 AIC 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 PHI Xtrana or its transfer agent any transfer or other taxes or other costs required by reason of the issuance of certificates for such PHI Xtrana 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 Xtrana 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 2.9 hereofSECTION 2.9.