Miracle Partners Exchange Offer Sample Clauses

Miracle Partners Exchange Offer. (a) As provided in Section 5.1, the Holding Company shall commence an offer, in accordance with the terms and conditions set forth in the Form S-4 Registration Statement and the form of Letter of Transmittal reasonably satisfactory to the Board of Directors of the Holding Company, to each of the holders of the issued and outstanding shares of the capital stock of Miracle Partners which offer shall provide that each of the 500 issued and outstanding shares capital stock of Miracle A-12 (b) Subject to the prior satisfaction of each of the conditions precedent to the obligations of the Holding Company set forth in Sections 4.1 and 4.10, which have not been waived in writing by the Holding Company, at the Closing, the Holding Company shall issue to each holder of shares of the capital stock of Miracle Partners who elects to exchange his or her shares for shares of the Common Stock of the Holding Company, against the receipt by the Exchange Agent of all outstanding certificates evidencing shares of the capital stock of Miracle Partners and other satisfactory and customary delivery requirements, certificates evidencing the greatest whole number of shares of the Common Stock of the Holding Company for which such shares may be exchanged as provided herein, less the number of Indemnity Escrow Shares and Debt Level Escrow Shares attributable to each such holder, plus a cash payment in lieu of fractional shares in an amount determined pursuant to Section 3.3. (c) The terms of the Miracle Partners Exchange Offer shall provide that the tender by the holder of shares of the capital stock of Miracle Partners of his or her shares for exchange pursuant to such offer shall be irrevocable. The Exchange Agent shall be authorized to require an indemnification agreement or the posting of a bond or other financial accommodation satisfactory to the Exchange Agent from any holder of shares of the capital stock of Miracle Partners who tenders his or her shares for exchange in the event that such holder shall allege that any certificate evidencing shares of Miracle Partners shall have been lost, stolen or destroyed prior to surrender thereof to the Exchange Agent.