Share Exchange Procedure Sample Clauses
The Share Exchange Procedure clause outlines the specific steps and requirements for exchanging shares between parties, typically in the context of a merger, acquisition, or corporate restructuring. It details how shareholders will surrender their existing shares, the process for issuing new shares or other consideration, and any necessary documentation or timelines involved. This clause ensures a clear, orderly, and legally compliant transition of ownership, minimizing confusion and disputes during the share exchange process.
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 U.S. Shareholder (the “Certificate of U.S. Shareholder”), a copy of which is set out in Schedule 2.
Share Exchange Procedure. The Selling Shareholders may exchange their certificate representing the Priveco Shares by delivering such certificate to Pubco duly executed and endorsed in blank (or accompanied by a duly executed stock power endorsed in blank), in proper form for transfer, signature guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow the Pubco transfer agent to issue certificates for the Pubco Shares to the Selling Shareholders, together with a Certificate of Non-U.S. Shareholder (the “Regulation S Certificate”), a copy of which is attached as Schedule 2 hereto.
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. 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 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. 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.
(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) As of the Effective Time, Pinecrest shall deposit, or shall cause to be deposited, with an exchange agent selected by New Era and reasonably satisfactory to Pinecrest (the “Exchange Agent”), for the benefit of the holders of New Era Shares, for exchange in accordance with this Article III, (i) certificates representing the number of Pinecrest Shares issuable in the Share Exchange, to be issued in respect of all New Era Shares outstanding immediately prior to the Effective Time and which are to be exchanged pursuant to the Share Exchange (exclusive of New Era Shares to be canceled pursuant to Section 3.1(b)).
(b) Promptly after the Effective Time, Pinecrest shall cause the Exchange Agent to mail (or deliver at its principal office) to each holder of record of a certificate or certificates representing New Era Shares (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the New Era Shares shall pass, only upon execution and delivery to the Exchange Agent of the certificates for New Era Shares to the Exchange Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to backup withholding, as Pinecrest may reasonably specify, and (ii) instructions for use in effecting the surrender of the New Era Shares. Upon surrender of a certificate for New Era Shares to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to receive pursuant to the provisions of this Article III, that number of Pinecrest Shares as determined in accordance with the Exchange Ratio defined in Section 3.1(b), and the New Era Shares so surrendered shall be assigned to Pinecrest. In the event of any transfer of ownership of New Era Shares which has not been registered in the transfer records of New Era, certificates representing the proper number of New Era Shares, if any, will be issued to the transferee of the certificate representing the transferred New Era Shares presented to the Exchange Agent, accompanied by all documents required to evidence and effect the prior transfer thereof and to evidence that any applicable stock transfer taxes associated with such transfer were paid.
Share Exchange Procedure. Each of the Selling Shareholders may exchange their 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) a Certificate of Non-U.S. Shareholder (the “Regulation S Certificate”), a copy of which is set out in Schedule 2; and
(b) a National Instrument 45-106 Investor Questionnaire (the “Questionnaire”), a copy of which is set out in Schedule 3.