Share Exchange Procedures Clause Samples
Share Exchange Procedures. At or after the Effective Time, as soon as reasonably practicable after the sole Stockholder surrenders to Parent the certificates evidencing such Stockholder’s Company Common Shares to the extent certificated (collectively, for purposes of this Section 4.3, the “Share Certificates”) for cancellation, together with a completed and executed Letter of Transmittal substantially in the form agreed to between Parent and the Company (the “Letter of Transmittal”): (i) Parent shall cause to be issued to such Stockholder the Applicable Per Share Merger Consideration such Stockholder has the right to receive in connection with the Merger pursuant to Section 4.1 and (ii) the Share Certificate, if any, so surrendered shall forthwith be cancelled. If a transfer of ownership of a Stockholder’s Share Certificate that is not registered in the transfer records of the Company is stated to have occurred, then payment of the relevant portion of the Applicable Per Share 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 is properly endorsed or otherwise is in proper form for transfer. If any Share Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Stockholder claiming such Share Certificate to be lost, stolen or destroyed as provided in the Letter of Transmittal, Parent will issue in consideration of the Company Common Shares represented by such lost, stolen or destroyed Share Certificate the Applicable Per Share Merger Consideration to which the Stockholder thereof is entitled pursuant to the express terms of this Agreement; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Share certificate(s) alleged to have been lost, stolen or destroyed. Until surrendered as contemplated by this Section 4.3(a), 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 Applicable Per Share Merger Consideration to which the holder of such Share Certificate is entitled pursuant and subject to this ARTICLE IV. At o...
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.
(b) All of the share certificates issued by the Company to Company Shareholders prior to the Effective Time will cease to represent any interest in Company Shares and will be cancelled by the Company as of the Effective Time.
(c) In accordance with Section 107(6) of the BCBCA, Holdco will send to each Holdco Shareholder a written notice containing the information required by the BCBCA.
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.
(ii) At or before the Effective Time, PubCo shall issue, and caused reflected on the books and records of PubCo, to FGR the number of PubCo Ordinary Shares comprising the Exchange 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. At least two weeks prior to the Effective Time, the Acquiror will cause to be mailed to each Person who is, at such time, a holder of record of a Company Certificate representing Company Common Shares (i) a letter of transmittal and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for shares of Acquiror Common Stock. The letter of transmittal ("Letter of Transmittal") will state that delivery will be effected, and risk of loss and title to the Company Certificates will pass, only upon delivery of the Company Certificates to the Exchange Agent and will be in such form and have such other provisions as are reasonably acceptable to both Acquiror and the Company. Upon the later of the Effective Time or the surrender of a Company Certificate to the Exchange Agent for cancellation, together with a duly completed and properly executed letter of transmittal and any other documents exercised by the instructions, the Acquiror will issue certificates for the shares of Acquiror Common Stock to which the holder of the surrendered Company Certificate is entitled under Section 2.6(a), and the Company Certificate so surrendered will forthwith be canceled. The certificate of shares of Acquiror Common Stock to be issued shall be in the denominations specified in the Letter of Transmittal.
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.
5.1.2 All of the share certificates issued by TPCO to TPCO Shareholders prior to the Arrangement Effective Time will cease to represent any interest in TPCO Shares and will be cancelled by TPCO as of the effective time specified under Section 3.1.2.
5.1.3 All of the share certificates issued by Stately to Stately Shareholders prior to the Arrangement Effective Time will cease to represent any interest in Stately Shares and will be cancelled by Stately as of the effective time specified under Section 3.1.2.
5.1.4 Amalco will not send to each Amalco Shareholder a written notice containing the information required by Section 107(6) the BCBCA.