Procedure for Exchange of Shares Sample Clauses

Procedure for Exchange of Shares. Immediately after the Effective Time, ATC shall mail or cause to be mailed by mail or courier to the Shareholders (excluding the holders of Dissenting Shares) at their addresses as they appear on the books and records of AMI the following documents (the “Transmittal Documents”): (i) a letter of transmittal for the Shareholders to use in surrendering the certificates representing their AMI Shares in exchange for certificates representing the ATC Shares to which they are entitled pursuant to the conversion under Section 2.2(e) hereof; (ii) instructions for effecting the surrender of such AMI Shares in exchange for the Merger Consideration; (iii) an accredited investor certificate in the form attached as Schedule 7 to this Agreement; and (iv) a lock up agreement in substantially the form attached as Schedule 16 hereto. The ATC Shares to be issued to the Shareholders shall be, as of the Effective Time, fully paid and non-assessable and shall be issued by the ATC upon ATC’s receipt of the respective Shareholder’s duly executed Transmittal Documents pursuant to a safe harbor from the prospectus and registration requirements of the 0000 Xxx. All certificates representing the ATC Shares, when issued in accordance with the terms of this Agreement, will be endorsed with restrictive legends substantially in the same form as the following legend pursuant to the 1933 Act, in order to reflect the fact that these are restricted securities and will be issued to the Shareholders pursuant to a safe harbor from the registration requirements of the 1933 Act: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”
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Procedure for Exchange of Shares. Immediately after the Effective Time, SMPG will mail or cause to be mailed by certified mail, return receipt requested, to the former CPH Stockholders (excluding the holders of Dissenting Shares) at their addresses as they appear on the books and records of CPH a letter of transmittal for the CPH Stockholders to use in surrendering the certificates that represent their CPH Securities in exchange for certificates representing the Exchanged SMPG Common Stock to which they are entitled pursuant to the conversion under 2(d)(v). The Exchanged SMPG Common Stock issued in the Merger to the CPH Stockholders shall be, as of the Effective Time, fully paid and non-assessable, and shall be issued in reliance on exemptions from registration under the Securities Act and state securities laws, and will be "restricted securities" within the meaning of Rule 144 adopted under the Securities Act. SMPG will not pay any dividend or make any other distribution on Exchanged SMPG Common Stock (with a record date at or after the Effective Time) to any record holder of outstanding CPH Securities until the holder surrenders for exchange its certificates that represented CPH Securities. SMPG instead will hold any such dividends and distributions and thereafter each remaining record holder of outstanding CPH Securities shall be entitled to look to SMPG (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to the Exchanged SMPG Common Stock and dividends and distributions thereon to which it claims to be entitled upon surrender of its certificates.
Sample 1
Procedure for Exchange of Shares. As soon as practicable after the Closing, North Star will furnish to each Shareholder a stock certificate(s) (issued in the name of each Shareholder) representing the number of North Star Shares to which each such Shareholder is entitled.
Sample 1
Procedure for Exchange of Shares. As soon as practicable after the Closing, NORTH STAR will furnish to each Shareholder a stock certificate(s) (issued in the name of each Shareholder) representing the number of NORTH STAR Shares to which each such Shareholder is entitled.
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Procedure for Exchange of Shares. (a) The Buyer shall act as exchange agent (the "Exchange Agent") in the Merger.
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Procedure for Exchange of Shares. At the Closing and as of the Closing Date, Xxxxxxx'x will furnish the Shareholders with a certificate or certificates representing that number of whole shares of Xxxxxxx'x Common Stock which the Shareholders are entitled to receive pursuant to Section 1.1 in exchange for certificates representing all of the issued and outstanding Xxxxxxxxx Common Stock. The certificates representing all such shares of Xxxxxxx'x Common Stock will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLD EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH LAWS OR AN EXEMPTION THEREFROM.
Sample 1
Procedure for Exchange of Shares. Parties hereby acknowledge that prior to the Closing Date, Royaltech has issued a treasury order to its transfer agent authorizing and instructing the transfer agent to prepare share certificates for the Royaltech Shares to the Shareholders in the amounts as Densen shall designate. Parties further agree and acknowledge that such share certificates have been placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) among Royaltech, Densen and Ellenoff, Xxxxxxxx & Schole LLP as the escrow agent (the “Escrow Agent”) and that such share certificates shall not be released from escrow and delivered to the Shareholders until such time when the Escrow Agent receives a joint written instruction from Chenxi Shi as a representative of Royaltech and Xxx San as a representative of Densen confirming that the Closing has completed. Despite the share certificates for the Royaltech Shares having been prepared prior to the Closing Date, the Royaltech Shares shall not be considered fully paid and non-assessable until the Closing has completed.
Sample 1
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Related to Procedure for Exchange of Shares

  • Procedure for Exchange (i) Any exchange shall be exercised pursuant to a notice of exchange (the "Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (A) fax and (B) by certified mail postage prepaid. The exchange of Series C Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series C Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series C Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is Xxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series C Preferred Shares issued pursuant to this Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933 and relevant state securities or blue sky laws.

  • Procedure for Exercise (a) The Option may be exercised with respect to Vested Shares, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the "Exercise Notice") from the Optionee to the Company, which Exercise Notice shall:

  • Procedure for Exercise of Warrant Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased.

  • Registration of Transfer or Exchange of Shares Except as provided in this Section 4.2, the shares of each series of AMPS shall be registered solely in the name of the Securities Depository or its nominee. If the Securities Depository shall give notice of its intention to resign as such, and if the Company shall not have selected a substitute Securities Depository acceptable to the Paying Agent prior to such resignation, then upon such resignation, the shares of each series of AMPS, at the Company's request, may be registered for transfer or exchange, and new certificates thereupon shall be issued in the name of the designated transferee or transferees, upon surrender of the old certificate in form deemed by the Paying Agent properly endorsed for transfer with (a) all necessary endorsers' signatures guaranteed in such manner and form as the Paying Agent may require by a guarantor reasonably believed by the Paying Agent to be responsible, (b) such assurances as the Paying Agent shall deem necessary or appropriate to evidence the genuineness and effectiveness of each necessary endorsement and (c) satisfactory evidence of compliance with all applicable laws relating to the collection of taxes in connection with any registration of transfer or exchange or funds necessary for the payment of such taxes. If the certificate or certificates for shares of AMPS are not held by the Securities Depository or its nominee, payments upon transfer of shares in an Auction shall be made in Federal Funds or similar same-day funds to the Auction Agent against delivery of certificates therefor.

  • Exchange of Stock On the basis of the representations, warranties, covenants and agreements set forth herein, at the Closing (as defined in Section 1.3 below) Purchaser will purchase from Stockholder, and Stockholder will sell, convey and assign to Purchaser all of the Company Stock.

  • Conversion and Exchange of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Parent, the Company or any stockholder of the Company:

  • Exchange of Shares (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may be, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificates.

  • Procedure for Offer Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”),including the proposed term of lease and the proposed rent payable for the First Offer Space. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 3l(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) above and such right of first offer shall not apply during any applicable Option Term.

  • Exchange of Common Shares for Rights The Board of Directors of the Company may, at its option, at any time after the occurrence of a Trigger Event, exchange Common Shares for all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11.1.2) by exchanging at an exchange ratio of that number of Common Shares having an aggregate value equal to the Spread (with such value being based on the current per share market price (as determined pursuant to Section 11.4) on the date of the occurrence of a Trigger Event) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right being hereinafter referred to as the "Exchange Consideration"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the Common Shares then outstanding. From and after the occurrence of an event specified in Section 13.1, any Rights that theretofore have not been exchanged pursuant to this Section 27.1 shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 27.1. The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.

  • Procedures for Exercise The manner of exercising the Stock Option herein granted shall be by written notice to the Secretary of the Company at the time the Stock Option, or part thereof, is to be exercised, and in any event prior to the expiration of the Stock Option. Such notice shall state the election to exercise the Stock Option, the number of shares of Stock to be purchased upon exercise, the form of payment to be used, and shall be signed by the person so exercising the Stock Option.

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