Share Exchange Procedure. Each Selling Shareholder may exchange his, her or its certificate representing the Enviro Shares by delivering such certificate to PGT duly executed and endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow the transfer agent to issue certificates for the PGT Shares to the holder thereof, together with:
(a) if the Selling Shareholder is not resident in the United States, a Certificate of Non-U.S. Shareholder (the “Regulation S Certificate”), a copy of which is set out in Schedule 2A; and
(b) if the Selling Shareholder is resident in the United States, a Certificate of U.S. Shareholder (the “Rule 506 Certificate”), a copy of which is set out in Schedule 2B. (collectively, the “Questionnaires”)
Share Exchange Procedure. Each Selling Shareholder may exchange his, her or its certificate representing the Priveco Shares by delivering such certificate to Pubco duly executed and endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow the transfer agent to issue certificates for the Pubco Shares to the holder thereof, together with a Certificate of Non-U.S. Shareholder (the “Certificate of Non-U.S. Shareholder”), a copy of which is set out in Schedule 2.
Share Exchange Procedure. Each Selling Shareholder may exchange his, her or its certificate representing the Priveco Shares by delivering such certificate to Pubco duly executed and endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow the transfer agent to issue certificates for the Pubco Shares to the holder thereof, together with:
(a) if the Selling Shareholder is not resident in the United States, a Certificate of Non-U.S. Shareholder (the “Certificate of Non-U.S. Shareholder”), a copy of which is set out in Schedule 2A; and
(b) if the Selling Shareholder is resident in the United States, a Certificate of U.S. Shareholder (the “Certificate of U.S. Shareholder”), a copy of which is set out in Schedule 2B.
Share Exchange Procedure. The Selling Shareholder may exchange the certificate representing the Priveco Share by delivering such certificate to Pubco duly executed and endorsed in blank (or accompanied by duly executed stock powers endorsed in blank), in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow the transfer agent to issue certificates for the Pubco Shares to the holder(s) thereof, together with a Certificate of Non-U.S. Shareholder (the “Regulation S Certificate”), a copy of which is set out in Schedule 1 to this Agreement;
Share Exchange Procedure. On Closing, each Selling Shareholder will exchange his, her or its certificate representing the Priveco Shares by delivering such certificate to Pubco duly executed and endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow the transfer agent to issue certificates for the Pubco Shares to the holder thereof together with a filled in and executed Schedule 2.
Share Exchange Procedure. On Closing, the Selling Shareholder will: (i) exchange his, her or its share certificate representing the DWOG Shares by delivering such certificate to Tamm duly executed and endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions; or (ii) if the Selling Shareholder holds the DWOG Shares beneficially in book entry form in an account with the Depository Trust Company (“DTC”), credit Tamm’s balance account with DTC thorough the Fast Automated Securities Transfer Program or such other available transfer program, for the number of shares of DWOG entitled to be received by Tamm upon exchange of the Tamm Shares as contemplated in Section 2.2 above, to allow the transfer agent to issue certificates for the Tamm Shares to the Selling Shareholder together with a duly executed Non-U.S. Shareholder Certificate. Notwithstanding the foregoing, if the Selling Shareholder does not hold the DWOG Shares in certificate form, Tamm shall be entitled to accept the exchange of the DWOG Shares for Tamm Shares as contemplated in this Agreement in whatever form is acceptable to Tamm in its sole discretion.
Share Exchange Procedure. On the terms and subject to the conditions set forth in this Agreement, the Share Exchange will be consummated as follows:
(a) each Click Selling Shareholder identified in the Click Shareholder List as holding certificated Click Exchange Shares, shall deliver all certificates representing such Click Exchange Shares to Roadships on or before the Closing Date, duly executed and endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, with signature(s) guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow Roadships to cause certificates for the Roadships Exchange Shares to be issued to the Click Selling Shareholder (the “Certificated Shareholder Documents”);
(b) each Click Selling Shareholder identified in the Click Shareholder List as holding uncertificated Click Exchange Shares shall deliver to Roadships on or before the Closing Date written instructions in the form of Schedule 2.5(b) duly executed before a notary public by the Click Selling Shareholder (“Uncertificated Shareholder Documents”); and
(c) immediately following the Closing Date, Roadships shall promptly give irrevocable instructions to its transfer agent to issue and deliver to each Click Selling Shareholder, a certificate representing that number of whole shares of Roadships Common Stock determined pursuant to Section 2.2 and a check representing cash in lieu of any fractional shares pursuant to Section 2.4.
Share Exchange Procedure.
(A) the merger has been agreed upon by the General Shareholders' Meetings of both companies;
(B) the conditions precedent in section 17 of this Joint Merger Plan have been met;
(C) the corresponding prospectus has been registered with the Spanish National Securities Market Commission ("CNMV") or, alternatively, the equivalent documentation referred to in article 1, sections 4.g) and 5.f), respectively, of Regulation (EU) 2017/1129 of 14 June 2017, on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, has been presented; and
(D) the notarial instrument of merger has been registered with the Companies Register of Valencia.
Share Exchange Procedure. A. Promptly after the Effective Time and upon (i) surrender of a certificate or certificates representing NBPC Common Stock that were outstanding immediately prior to the Effective Time or an affidavit and indemnification in form reasonably acceptable to counsel for Nexus stating that such Stockholder has lost its certificate or certificates or that such have been destroyed and (ii) delivery of a Letter of Transmittal (as described in this Section 1.7 hereof), Nexus shall issue to each record holder of Company Common Stock surrendering such certificate, certificates or affidavit and Letter of Transmittal, a certificate or certificates registered in the name of such Stockholder representing the number of shares of Nexus Common Stock and a Nexus Note that such Stockholder shall be entitled to receive as set forth in Sections 1.06(A)(ii) hereof. Until the certificate, certificates or affidavit is or are surrendered together with the Letter of Transmittal as contemplated by this Section 1.7, each certificate or affidavit that immediately prior to the Effective Time represented any outstanding NBPC Common Stock shall be deemed at and after the Effective Time to represent only the right to receive upon surrender as aforesaid the Nexus Common Stock and Nexus Note specified in Schedule 1.06(A)(ii) for the holder thereof or to perfect any rights of appraisal that such holder may have pursuant to the applicable provisions of the DCL.
B. Promptly after the Effective Time, Nexus shall cause to be mailed to each holder of record of NBPC Common Stock and any other applicable interests that were converted pursuant to this Section 1.7 into the right to receive Nexus Common Stock or other interest in Nexus, a letter of transmittal (“Letter of Transmittal”) that shall contain additional representations, warranties and covenants of such interestholder, including without limitation, that (i) such interestholder has full right, power and authority to deliver such NBPC Common Stock and Letter of Transmittal, (ii) the delivery of such NBPC Common Stock or other interests will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such interestholder is bound or affected, (iii) such interestholder has good, valid and marketable title to all NBPC Common Stock as indicated in such Letter of Transmittal and that such interes...
Share Exchange Procedure. Each Exchanging Shareholder shall exchange its certificate(s) representing the Exchange Shares by delivering such certificate to the Corporation upon the Closing, duly executed and endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow the Corporation to cause its transfer agent, Computershare, to issue certificates for the Corporation Shares as set forth above.
