Share Exchange Procedures. At or after the Closing, each Company Stockholder shall surrender to the Paying Agent the certificates evidencing such Person’s shares of Common Stock and/or Preferred Stock (the “Share Certificates”) for cancellation, together with a completed and executed letter of transmittal, in substantially the form attached as Exhibit F hereto (the “Letter of Transmittal”), upon which the Paying Agent shall pay from the Payment Fund to the holder of each such Share Certificate, in exchange therefor, the amount of cash in immediately available funds which such holder has the right to receive in respect of the shares of Preferred Stock or the shares of Common Stock formerly represented by such Share Certificate pursuant to Section 2.4(c), and the Share Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of the relevant portion of the Merger Consideration may be made to a Person other than the Person in whose name the Share Certificate so surrendered is registered if the Share Certificate representing such Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment of the relevant portion of the Merger Consideration to a Person other than the registered holder of such Share Certificate or establish to the reasonable satisfaction of Purchaser that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.9(b), each Share Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (or at such other applicable time) such portion of the Merger Consideration (and adjustments thereto pursuant to this Agreement) to which the holder of such Share Certificate is entitled pursuant and subject to Article II and this Article III, subject to the indemnification obligations set forth in Article X. In the event any Share Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Share Certificate to be lost, stolen or destroyed, the Paying Agent will issue the portion of the Merger Consideration (and adjustments thereto pursuant to this Agreement) to which such Person is entitled pursuant and subject to Article II and this Article III, in exchange for such lost, s...
Share Exchange Procedures. (a) Prior to the Closing, Acquiror shall appoint Continental Stock Transfer & Trust Company (the “Exchange Agent”) to act as the agent for the purpose of issuing the Exchange Consideration to each of the Company Shareholders that transfer the Company Shares. At or before the Effective Time, Acquiror shall deposit with the Exchange Agent the number of Acquiror Class A Ordinary Shares comprising the Aggregate Exchange Consideration.
Share Exchange Procedures. As promptly as practicable after the Effective Time, but in no event more than five (5) Business Days thereafter, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock (the “Certificates”) whose shares were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration:
Share Exchange Procedures. (a) Prior to the Merger Closing, PubCo shall appoint Continental Stock Transfer & Trust Company (the “Exchange Agent”) to act as the agent for the purpose of issuing the Aggregate Merger Consideration to the Acquiror Shareholders and issuing the Aggregate Amalgamation Consideration (as applicable) to the Company Shareholders and holders of Company Warrants. At or before the Merger Effective Time, PubCo shall deposit with the Exchange Agent the number of PubCo Shares, PubCo Merger Warrants and PubCo Amalgamation Warrants comprising the Aggregate Merger Consideration and the Aggregate Amalgamation Consideration.
Share Exchange Procedures. (a) Prior to the Initial Closing, PubCo shall appoint Continental Stock Transfer & Trust Company or such other exchange agent reasonably acceptable to the Company and Acquiror (the “Exchange Agent”) to act as the agent for the purpose of exchanging (i) Acquiror Ordinary Shares for a number and class of PubCo Shares in accordance with the Plan of Initial Merger and this Agreement; and (ii) Company Shares for a number of PubCo Class A Ordinary Shares in accordance with the Plan of Acquisition Merger and this Agreement, as applicable. At or before the Initial Merger Effective Time, PubCo shall deposit, or cause to be deposited, with the Exchange Agent the Shareholder Merger Consideration.
Share Exchange Procedures. (a) All of the Company Common Shares, Holdco Common Shares and Holdco Non-Voting Common Shares issued pursuant to this Plan of Arrangement will be issued as uncertificated pursuant to Section 107 of the BCBCA.
Share Exchange Procedures. 5.1.1 All of the Amalco Shares issued pursuant to the arrangement in Section 3.1.2 will be issued as uncertificated pursuant to Section 107 of the BCBCA.
Share Exchange Procedures. (a) Prior to Closing, the Company shall appoint Continental Stock Transfer & Trust Company or such other exchange agent reasonably acceptable to the Company and SPAC (the “Exchange Agent”) to act as the agent for the purpose of exchanging (i) SPAC Ordinary Shares for a number and class of Company Shares in accordance with the Plan of Merger and this Agreement; and (ii) SPAC Warrants for a number of Company Warrants in accordance with the Plan of Merger and this Agreement. At or before the Merger Effective Time, the Company shall deposit, or cause to be deposited with the Exchange Agent, the Merger Consideration.
Share Exchange Procedures. At or after the Closing, each Stockholder shall surrender to the Surviving Corporation the certificates evidencing such Stockholder’s shares of Company Common Stock or Company Preferred Stock, as applicable, (the “Share Certificates”) for cancellation, upon which: (i) Parent shall cause to be issued to each Stockholder the Applicable Per Share Merger Consideration such Stockholder has the right to receive in respect of the shares of Company Common Stock or Company Preferred Stock formerly represented by such Share Certificate pursuant to Section 3.1. If a transfer of ownership of shares of Company Common Stock or Company Preferred Stock that is not registered in the transfer records of the Company is stated to have occurred, then payment of the relevant portion of the Merger Consideration may be made to a Person other than the Person in whose name the Share Certificate is registered if the Share Certificate representing such shares is properly endorsed or otherwise is in proper form for transfer. After the Closing, ach Share Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender (or at such other applicable time) such portion of the Merger Consideration to which the holder of such Share Certificate is entitled pursuant and subject to this Article III.
Share Exchange Procedures. (i) At least two (2) Business Days prior to the Closing, BGHL shall pass a resolution of the BGHL Board approving (subject to stamping) the registration of the transfer of the shares from FGR to PubCo pursuant to the Exchange.
