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”)
Appears in 8 contracts
Samples: Share Exchange Agreement (Pacific Green Technologies Inc.), Share Exchange Agreement (Pacific Green Technologies Inc.), Share Exchange Agreement (Pacific Green Technologies Inc.)
Share Exchange Procedure. Each Selling Shareholder may exchange his, her or its certificate representing the Enviro Priveco Shares by delivering such certificate to PGT 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 PGT 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 “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. 2B; and
(collectively, c) a National Instrument 45-106 Investor Questionnaire (the “QuestionnairesQuestionnaire”), a copy of which is set out in Schedule 3.
Appears in 6 contracts
Samples: Share Exchange Agreement (Horiyoshi Worldwide Inc.), Share Exchange Agreement (Horiyoshi Worldwide Inc.), Share Exchange Agreement (Clean Power Concepts Inc.)
Share Exchange Procedure. Each Selling Shareholder may exchange his, her or its certificate representing the Enviro Priveco Shares by delivering such certificate to PGT Pubco duly executed and endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blankendorsed), 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 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 “Regulation S CertificateCertificate of Non-US 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 “Rule 506 CertificateCertificate of US Shareholder”), a copy of which is set out in Schedule 2B. 2B; and
(collectively, c) a National Instrument 45-106 Investor Questionnaire (the “QuestionnairesQuestionnaire”), a copy of which is set out in Schedule 3.
Appears in 1 contract
Share Exchange Procedure. Each the Selling Shareholder may exchange his, her or its certificate representing the Enviro Shares by delivering such certificate to PGT 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 PGT 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 “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”)
Appears in 1 contract
Samples: Share Exchange Agreement (Pacific Green Technologies Inc.)