SHARE CERTIFICATES IN THE MERGER Sample Clauses

SHARE CERTIFICATES IN THE MERGER. (a) Seven business days after the EFFECTIVE TIME or as soon thereafter as practicable after the EFFECTIVE TIME, and CAMCO shall use its reasonable best efforts to accomplish such within seven business days, CAMCO shall mail to each holder of record of WHFC shares a form letter of transmittal and instructions for use in effecting the surrender for exchange of the certificates formerly evidencing the WHFC shares cancelled and extinguished as a result of the MERGER (hereinafter referred to collectively as the "CERTIFICATES" and individually as the "CERTIFICATE"). Such letter of transmittal shall specify that the risk of loss and title to CERTIFICATES shall pass only upon delivery of such certificates as specified in the Letter of Transmittal. Upon surrender of a CERTIFICATE for cancellation, together with such letter of transmittal, duly executed, the holder of such CERTIFICATE shall be entitled to receive in exchange therefor the consideration to which the holder is entitled in accordance with the provisions of this AGREEMENT, and the CERTIFICATE so surrendered shall thereafter be cancelled forthwith. CAMCO may, at its election, designate an exchange agent to discharge its duties pursuant to this Section 2.03.
Sample 1
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SHARE CERTIFICATES IN THE MERGER. (a) As soon as practicable after the Effective Time, First Federal shall mail to each Common Shareholder and each Preferred Shareholder (collectively, the "Lincoln Shareholders") a form letter of transmittal (the "Transmittal Letter") including instructions to effect the surrender for exchange of the certificates formerly evidencing the Common Shares and the Preferred Shares (collectively, the "Certificates" and individually, the "Certificate"). The Transmittal Letter shall specify that the risk of loss and title to Certificates shall pass only upon delivery of the Certificates as specified in the Transmittal Letter. Upon surrender of a Certificate for cancellation, together with such Transmittal Letter, duly executed, each Common Shareholder shall be entitled to receive the Per Share Merger Consideration multiplied by the number of Common Shares held by such Common Shareholder, and each Preferred Shareholder shall be entitled to receive the Per Share Redemption Amount multiplied by the number of Preferred Shares held by such Preferred Shareholder, and each Certificate so surrendered shall thereafter be cancelled. In no event shall the aggregate amount payable by First Federal in consideration and exchange for the Common Shares and the Preferred Shares exceed $476,904.44 less the Intrieve Amount, except for payments pursuant to Section 1.03 hereof.
Sample 1
SHARE CERTIFICATES IN THE MERGER. (a) Not later than three (3) business days after the EFFECTIVE TIME, CBI shall mail to each holder of record of CUSTAR common shares a form letter of transmittal and instructions for use in effecting the surrender for exchange of the certificates evidencing the CUSTAR common shares cancelled and extinguished as a result of the MERGER (hereinafter referred to, collectively, as the "CERTIFICATES" and, individually, as a "CERTIFICATE"). At the EFFECTIVE TIME, CBI shall deposit in a designated account at CBI for the benefit of the former holders of CUSTAR common shares an amount of cash sufficient to pay the PER SHARE PURCHASE PRICE for each outstanding CUSTAR common share. Upon surrender of a CERTIFICATE for cancellation, together with such letter of transmittal, duly executed, the holder of such CERTIFICATE shall be entitled to receive in exchange therefor the PER SHARE PURCHASE PRICE for each share evidenced by such CERTIFICATE in accordance with the provisions of this AGREEMENT, and the CERTIFICATE so surrendered shall thereafter be cancelled forthwith.
Sample 1
SHARE CERTIFICATES IN THE MERGER. (a) As soon as practicable after the Effective Time, the Surviving Corporation shall mail to each holder of record of BancFirst Shares (and UNB Shares, should the name of the Surviving Corporation be other than UNB), a form letter of transmittal (the "Transmittal Letter") including instructions for use in effecting the surrender for exchange of the certificates formerly evidencing the BancFirst Shares canceled and extinguished as a result of the Merger and UNB shares affected by the change in name of the Surviving Corporation (collectively, the "Certificates" and individually, the "Certificate"). The Transmittal Letter shall specify that the risk of loss and title to Certificates shall pass only upon delivery of the Certificates as specified in the Transmittal Letter. Upon surrender of a Certificate for cancellation representing shares of BancFirst, together with such Transmittal Letter, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Per Share Merger Consideration, and the Certificate so surrendered shall thereafter be canceled forthwith. Upon surrender of a certificate representing shares of UNB, together with such Transmittal Letter, duly executed, the holder of
Sample 1
SHARE CERTIFICATES IN THE MERGER. (a) As soon as practicable after the EFFECTIVE TIME, WFC shall mail to each holder of record of BMF common shares a form letter of transmittal and instructions for use in effecting the surrender for exchange of the certificates evidencing the BMF common shares cancelled and extinguished as a result of the MERGER (hereinafter referred to collectively as the "CERTIFICATES" and individually as the "CERTIFICATE"). Upon surrender of a CERTIFICATE for cancellation, together with such letter of transmittal, duly executed, the holder of such CERTIFICATE shall be entitled to receive in exchange therefor a certificate evidencing the WFC common shares to which the holder is entitled in accordance with the provisions of this AGREEMENT, and the CERTIFICATE so surrendered shall thereafter be cancelled forthwith.
Sample 1
SHARE CERTIFICATES IN THE MERGER. (a) As soon as practicable after the EFFECTIVE TIME, each LEADER SHAREHOLDER shall surrender to the PARENT COMPANY the certificates formerly evidencing the LEADER SHARES cancelled and extinguished as a result of the MERGER (collectively, the "CERTIFICATES" and individually, a "CERTIFICATE"). Upon surrender of a CERTIFICATE for cancellation, the holder of such CERTIFICATE shall be entitled to receive in exchange therefor the per share merger consideration to which the holder is entitled in accordance with the provisions of this AGREEMENT within five days after surrender of the CERTIFICATE, and the CERTIFICATE so surrendered shall thereafter be cancelled forthwith. FDFC may, at its election, designate an exchange agent to discharge its duties pursuant to this Section 2.04. Nothing herein is intended to limit the right of former holders of CERTIFICATES to receive the additional per share merger consideration pursuant to Section 2.03 of this AGREEMENT.
Sample 1
SHARE CERTIFICATES IN THE MERGER. (a) As soon as practicable after the EFFECTIVE TIME, BHC shall mail to each holder of record of CHOICE shares a form letter of transmittal and instructions for use in effecting the surrender for exchange of the certificates evidencing the CHOICE shares converted as a result of the MERGER (hereinafter referred to collectively as the “CERTIFICATES” and individually as the “CERTIFICATE”). Upon surrender of a CERTIFICATE for cancellation, together with such letter of transmittal, duly executed, the holder of such CERTIFICATE shall be entitled to receive in exchange therefor the CONSIDERATION in cash to which such holder is entitled.
Sample 1
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SHARE CERTIFICATES IN THE MERGER. (a) Within seven (7) business days after the Effective Time, FDEF shall mail to each holder of record of Genoa common shares a form letter of transmittal and instructions for use in effecting the surrender for exchange of the certificates evidencing the Genoa common shares cancelled and extinguished as a result of the Merger (hereinafter referred to, collectively, as the "Certificates" and, individually, as a "Certificate"). Upon surrender of a Certificate for cancellation, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Per Share Consideration for each share evidenced by such Certificate in accordance with the provisions of this Agreement, and the Certificate so surrendered shall thereafter be cancelled forthwith.
Sample 1

Related to SHARE CERTIFICATES IN THE MERGER

  • Share Certificate Within ten (10) days after the Closing, the Company shall deliver to each Purchaser a certificate registered in the name of such Purchaser representing the duly authorized and validly issued and allotted Purchased Shares being purchased by such Purchaser pursuant to Section 2.2.

  • Legend on Common Share Certificates Certificates representing Common Shares which are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall also evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them a legend in a form substantially to the following effect: Until the Separation Time (defined in the Shareholder Plan Agreement referred to below), this certificate also evidences rights of the holder described in a Shareholder Rights Plan Agreement, dated October 13, 1992, as amended or supplemented from time to time (the “Shareholder Plan Agreement”), between TransAlta Corporation (“TransAlta”) and CIBC Mellon Trust Company, the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of TransAlta. Under certain circumstances set out in the Shareholder Plan Agreement, the rights may expire, may become null and void or may be evidenced by separate certificates and no longer evidenced by this certificate. TransAlta will mail or arrange for the mailing of a copy of the Shareholder Plan Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor. Certificates representing Common Shares that are issued and outstanding at the Record Time, including certificates representing Utilities Common Shares, which as at the Effective Date represent Common Shares, shall also evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the close of business on the earlier of the Separation Time and the Expiration Time.

  • Legended Share Certificates Exchangeco will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of their right to instruct the Trustee with respect to the exercise of the Voting Rights in respect of the Exchangeable Shares of the Beneficiaries.

  • Exchange of Stock Certificates On the effective date of the Merger, the Shareholders, as the holders of a certificate or certificates representing shares of Company common stock shall, upon surrender of such certificate or certificates, receive the Merger Consideration, and until the certificate or certificates of Company common stock shall have been surrendered by the Shareholder and replaced by a certificate or certificates representing Pentegra Common Stock (as set forth on ANNEX I), the certificate or certificates of Company common stock shall, for all purposes be deemed to evidence ownership of the number of shares of Pentegra Common Stock determined in accordance with the provisions of ANNEX I. All shares of Pentegra Common Stock issuable to the Shareholders in the Merger shall be deemed for all purposes to have been issued by Pentegra on the Closing Date. The Shareholders shall deliver to Pentegra at Closing the certificate or certificates representing the Company common stock owned by them, duly endorsed in blank by the Shareholders, or accompanied by duly executed blank stock powers, and with all necessary transfer tax and other revenue stamps, acquired at the Shareholder's expense, affixed and cancelled.

  • Cancellation of Converted Securities All Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09.

  • Legend on Share Certificates Each certificate representing any Shares issued after the date hereof shall be endorsed by the Company with a legend reading substantially as follows: “THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A AMENDED AND RESTATED VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.” The Company, by its execution of this Agreement, agrees that it will cause the certificates evidencing the Shares issued after the date hereof to bear the legend required by this Section 7.12, and it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing Shares upon written request from such holder to the Company at its principal office. The parties to this Agreement do hereby agree that the failure to cause the certificates evidencing the Shares to bear the legend required by this Section 7.12 and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Share Certificates In lieu of issuing certificates for shares, the Trustees or the transfer agent either may issue receipts therefor or may keep accounts upon the books of the Trust for the record holders of such shares, who shall in either case, for all purposes hereunder, be deemed to be the holders of certificates for such shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof. The Trustees at any time may authorize the issuance of share certificates. In that event, each shareholder shall be entitled to a certificate stating the number of shares owned by him or her, in such form as shall be prescribed from time to time by the Trustees. Such certificate shall be signed by the President or Vice President and by the Treasurer or Assistant Treasurer. Such signatures may be facsimile if the certificate is signed by a transfer agent, or by a registrar, other than a Trustee, officer or employee of the Trust. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall cease to be such officer before such certificate is issued, it may be issued by the Trust with the same effect as if he or she were such officer at the time of its issue.

  • Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

  • Company Certificate The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or Chief Financial Officer, certifying to the effect that the conditions set forth in Sections 7.03(a), 7.03(b) and 7.03(c) have been satisfied.

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