OUTSTANDING CERTIFICATES AND FRACTIONAL SECURITIES Sample Clauses

OUTSTANDING CERTIFICATES AND FRACTIONAL SECURITIES. 5.1 From and after the Effective Time, certificates formerly representing Extendicare Shares under the Arrangement shall represent only the right to receive the consideration to which the holders are entitled under the Arrangement, or as to those held by Dissenting Shareholders, other than those Dissenting Shareholders deemed to have participated in the Arrangement pursuant to Section 4.1, to receive the fair value of the Extendicare Shares represented by such certificates. 5.2 Extendicare Amalco and the REIT shall, as soon as practicable following the later of the Effective Date and the date of deposit by a former Shareholder of a duly completed Letter of Transmittal and Election Form, and certificates representing such Extendicare Shares and such additional documents as the Depository may reasonably require, either: (a) forward or cause to be forwarded by first class mail (postage prepaid) to such former Shareholder at the address specified in the Letter of Transmittal and Election Form; or (b) if requested by such Shareholder in the Letter of Transmittal and Election Form, make available or cause to be made available at the Depository for pickup by such Shareholder, certificates representing the number of REIT Units and/or Exchangeable LP Units, and ALC Class A Shares and ALC Class B Shares issued to such holder or to which such holder is entitled pursuant to the Arrangement. 5.3 If any certificate which immediately prior to the Effective Time represented an interest in outstanding Extendicare Shares that were exchanged pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to have been lost, stolen or destroyed, the Depository will issue and deliver in exchange for such lost, stolen or destroyed certificate the consideration to which the Person is entitled pursuant to the Arrangement (and any distributions with respect thereto) as determined in accordance with the Arrangement. The Person who is entitled to receive such consideration shall, as a condition precedent to the receipt thereof, give a bond to each of the REIT, Extendicare Holding Partnership, Extendicare and ALC and their respective transfer agents, which bond is in form and substance satisfactory to each of the REIT, Extendicare Holding Partnership, Extendicare and ALC, and their respective transfer agents, or shall otherwise indemnify the REIT, Extendicare Holding Partnership, Extendicare and ALC and t...
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OUTSTANDING CERTIFICATES AND FRACTIONAL SECURITIES. 5.01 From and after the Effective Time, certificates formerly representing Common Shares acquired by AcquisitionCo under the Arrangement shall represent only the right to receive the consideration to which the holders are entitled under the Arrangement, or as to those held by Dissenting Shareholders, other than those Dissenting Shareholders deemed to have participated in the Arrangement pursuant to Section 4.01, to receive the fair value of the Common Shares represented by such certificates.
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OUTSTANDING CERTIFICATES AND FRACTIONAL SECURITIES. 4.1 From and after the Effective Time, certificates formerly representing Golden Share Shares under the Arrangement shall represent only the right to receive the consideration to which the Golden Share Shareholders are entitled under the Arrangement, or as to those held by Dissenting Shareholders, other than those Dissenting Shareholders deemed to have participated in the Arrangement pursuant to Section 5.1, to receive the fair value of the Golden Share Shares represented by such certificates. 4.2 On the Effective Date, or as soon as practicable thereafter, Spinco shall execute and deliver to the Transfer Agent a treasury order or such other direction as may be requested by the Transfer Agent to effect the issuances and delivery of the Spinco Shares issuable in Section 3.2(d)(ii) above to such Golden Share Shareholders in accordance with the terms of this Plan of Arrangement. 4.3 No fractional Spinco Shares shall be issued pursuant to the Arrangement and any fractional number of Spinco Shares shall be rounded down to the nearest whole number of Spinco Shares without any additional compensation. 4.4 From and after the Effective Date, share certificates representing Golden Share Shares immediately before the Effective Date, except for those deemed to have been cancelled pursuant to Article 5, shall for all purposes be deemed to be share certificates representing New Golden Share Shares, and no new share certificates shall be issued with respect to the New Golden Share Shares issued in connection with the Arrangement.
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OUTSTANDING CERTIFICATES AND FRACTIONAL SECURITIES. 5.1 At or before the Effective Time, the Purchaser will deposit or cause to be deposited with the Depositary for the benefit of the Former Petroamerica Shareholders: (a) one or more certificates representing the Purchaser Shares required to be delivered to the Former Petroamerica Shareholders pursuant to Section 3.1(e)(i), as modified by Section 3.1(g) and Section 3.3(c); and (b) a wire transfer in an amount equal to the aggregate amount of cash that the Former Petroamerica Shareholders are entitled to receive for their Petroamerica Shares pursuant to Section 3.1(e)(ii), as modified by Section 3.1(g) and Section 3.3(c), plus the aggregate amount of cash that former holders of Petroamerica Options and Petroamerica SARs are entitled to receive pursuant to Section 3.1(b) and Section 3.1(c) respectively, in each case in accordance with the terms of the Arrangement. 5.2 From and after the Effective Time: (a) certificates formerly representing Petroamerica Shares held by Former Petroamerica Shareholders shall represent only the right to receive the consideration to which the Former Petroamerica Shareholders are entitled under this Plan of Arrangement pursuant to Section 3.1(e) , as modified by Section 3.1(g) and Section 3.3(c), and any dividends or distributions thereon pursuant to Section 5.5; and (b) the certificates formerly representing Petroamerica Shares held by Dissenting Shareholders shall represent only the right to receive the fair value of the Petroamerica Shares represented by such certificates; in each case subject to compliance with the requirements set forth in this Article 5. 5.3 The Purchaser shall, as soon as practicable following the later of the Effective Date and the date of deposit by a Former Petroamerica Shareholder of a duly completed Letter of Transmittal and Election Form and the certificates representing applicable Petroamerica Shares, and such additional documents and instruments as the Depositary may reasonably require, either: (a) forward or cause to be forwarded by first class mail (postage prepaid) to such Former Petroamerica Shareholder at the address specified in the Letter of Transmittal and Election Form; or (b) if requested by such Former Petroamerica Shareholder in the Letter of Transmittal and Election Form, make available or cause to be made available at the offices of the Depositary for pickup by such Former Petroamerica Shareholder, certificates representing the number of Purchaser Shares issued to such Former Petroamer...
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OUTSTANDING CERTIFICATES AND FRACTIONAL SECURITIES. 5.1 From and after the Effective Time, certificates formerly representing Fund Securities under the Arrangement shall represent only the right to receive the consideration to which the holders are entitled under the Arrangement, or in the case of Dissenting Securityholders deemed to have participated in the Arrangement pursuant to Section 3.1, to receive the fair value of the Fund Securities represented by such certificates. Holders of Fund Units shall not be entitled to any interest, dividend, premium or other payment on or with respect to the Fund Units.
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OUTSTANDING CERTIFICATES AND FRACTIONAL SECURITIES 
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Related to OUTSTANDING CERTIFICATES AND FRACTIONAL SECURITIES

  • Closing Certificates; Etc The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

  • Closing Certificates The Administrative Agent shall have received a certificate of the Credit Parties, dated the Original Closing Date, substantially in the form of Exhibit I to the Original Credit Agreement, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in Section 6.7.

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Certificates of Compliance The Company shall provide, from time to time upon request of the Dealer Manager, certificates of its chief executive officer and chief financial officer of compliance by the Company of the requirements of this Agreement.

  • Additional Certificates The Company shall have furnished to the Agents such certificate or certificates, in addition to those specifically mentioned herein, as the Agents may have reasonably requested as to the accuracy and completeness at each Representation Date of any statement in the Registration Statement or the Prospectuses or any documents filed under the Exchange Act and Canadian Securities Laws and deemed to be incorporated by reference into the Prospectuses, as to the accuracy at such Representation Date of the representations and warranties of the Company herein, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Agents.

  • Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Majority of the Certificates Control Except as otherwise expressly provided herein, any action that may be taken by the Certificateholders under this Agreement may be taken by the Holders of the Certificates evidencing not less than a majority of the Percentage Interest. Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by Holders of the Certificates evidencing not less than a majority of the Percentage Interest at the time of the delivery of such notice.

  • No Fractional Securities No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article I, and no Parent dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a security holder of Parent. In lieu of any such fractional share, each holder of Company Common Stock who would otherwise have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the Average Parent Share Price by (ii) the fractional interest to which such holder would otherwise be entitled. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify the Parent, and the Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 1.7 and this Section 1.8.

  • Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations The aggregate principal amount of the Certificates that may be authenticated and delivered under this Agreement is limited to the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date, as specified in the Preliminary Statement to this Agreement, except for Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Certificates pursuant to Section 5.03. Such aggregate principal amount shall be allocated among one or more Classes having designations, types of interests, initial per annum Certificate Interest Rates, initial Class Principal Balances and Final Maturity Dates as specified in the Preliminary Statement to this Agreement. The aggregate Percentage Interest of each Class of Certificates of which the Class Principal Balance equals zero as of the Cut-Off Date that may be authenticated and delivered under this Agreement is limited to 100%. Certificates shall be issued in Authorized Denominations.

  • Replacement Certificates If, on the date a Securityholder’s escrow securities are to be released, the Escrow Agent holds a share certificate or other evidence representing more escrow securities than are to be released, the Escrow Agent will deliver the share certificate or other evidence to the Issuer or its transfer agent and request replacement share certificates or other evidence. The Issuer will cause replacement share certificates or other evidence to be prepared and delivered to the Escrow Agent. After the Escrow Agent receives the replacement share certificates or other evidence, the Escrow Agent will send to the Securityholder or at the Securityholder’s direction, the replacement share certificate or other evidence of the escrow securities released. The Escrow Agent and Issuer will act as soon as reasonably practicable.

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