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, stolen or destroyed Share Certificate. Delivery of such affidavit shall be deemed delivery of a Share Certificate with respect to the relevant Shares for purposes of this Article III.
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Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Worthington Industries Inc)
Share Exchange Procedures. At or after the Closing, as soon as reasonably practicable after each Company Stockholder shall surrender surrenders to the Paying Agent Parent the certificates evidencing such PersonStockholder’s shares Company Common Shares to the extent certificated (collectively, for purposes of Common Stock and/or Preferred Stock (this Section 4.3, the “Share Certificates”) for cancellation, together with a completed and executed letter Letter of transmittal, Transmittal substantially in substantially the form attached as Exhibit F hereto agreed to between Parent and the Company (the “Letter of Transmittal”), upon which ): (i) Parent shall cause to be issued to such Stockholder the Paying Agent shall pay from the Payment Fund to the holder of each Applicable Per Share Merger Consideration such Share Certificate, in exchange therefor, the amount of cash in immediately available funds which such holder Stockholder has the right to receive in respect of connection with the shares of Preferred Stock or the shares of Common Stock formerly represented by such Share Certificate Merger pursuant to Section 2.4(c), 4.1 and (ii) the Share Certificate Certificate, if any, so surrendered shall forthwith be cancelled. In the event of If a transfer of ownership of Shares a Stockholder’s Share Certificate that is not registered in the transfer records of the CompanyCompany 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 so surrendered is registered if the Share Certificate representing such Shares shall be shares is properly endorsed or otherwise be is in proper form for transfer and transfer. If any Share Certificate shall have been lost, stolen or destroyed, then upon the Person requesting making of an affidavit of that fact by the Stockholder claiming such payment shall pay any transfer Share Certificate to be lost, stolen or other Taxes required by reason destroyed as provided in the Letter of Transmittal, Parent will issue in consideration of the payment of the relevant portion of Company Common Shares represented by such lost, stolen or destroyed Share Certificate the 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 Person other than condition precedent to the registered holder issuance thereof, require the owner of such Share Certificate lost, stolen or establish 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 reasonable satisfaction of Purchaser that such tax has Share certificate(s) alleged to have been paid lost, stolen or is not applicabledestroyed. Until surrendered as contemplated by this Section 3.9(b4.3(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 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, stolen or destroyed Share Certificate. Delivery of such affidavit shall be deemed delivery of a Share Certificate with respect to the relevant Shares for purposes of this Article IIIIV.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vickers Vantage Corp. I), Agreement and Plan of Merger (Sorrento Therapeutics, Inc.)
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 and Preferred Stock (the “Share Certificates”) for cancellation, together with a completed and executed letter Letter of transmittal, Transmittal in substantially the form attached hereto as Exhibit F hereto B (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), as applicable, 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 Base 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 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 taxes required by reason of the payment of the relevant portion of the Base 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; provided, however, that Purchaser or the Surviving Corporation, in each case, may in its discretion and as a condition to the issuance of the relevant portion of the Base Merger Consideration, require the holder who is the owner of such unregistered shares of capital stock to deliver a bond in such amount as it may reasonably direct against any claim that may be made against Purchaser or Surviving Corporation or the Paying Agent with respect to such shares. If any Share Certificate which immediately prior to the Effective Time represented outstanding shares of Common Stock or Preferred Stock shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the holder claiming such Share Certificate to be lost, stolen or destroyed as provided in the Letter of Transmittal, the Surviving Corporation or the Purchaser will issue in consideration of the shares of Company Stock or Preferred Stock represented by such lost, stolen or destroyed Share Certificate the Base Merger Consideration to which the holder thereof is entitled pursuant to the express terms of this Agreement, provided that, if required by the Surviving Corporation or Purchaser and as a condition to the issuance of the relevant portion of the Base Merger Consideration, such holder shall indemnify the Surviving Corporation or Purchaser against any claim that may be made in respect of the shares of Common Stock represented by such lost, stolen or destroyed Share Certificate and shall, upon the request of Purchaser, deliver a bond in such amount as may reasonably direct against any claim that may be made against Purchaser, the Surviving Corporation or the Paying Agent with respect to such shares. Until surrendered as contemplated by this Section 3.9(b3.8(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 Base 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 . No interest will be paid or will accrue on any cash payable to the indemnification obligations set forth in Article X. In the event any Company Securityholders on account of their 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 Certificates under Article II and this Article III, in exchange for such lost, stolen or destroyed Share Certificate. Delivery of such affidavit shall be deemed delivery of a Share Certificate with respect to the relevant Shares for purposes of this Article III.
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Samples: Agreement and Plan of Merger (PAETEC Holding Corp.)
Share Exchange Procedures. At or Promptly after the ClosingEffective Time (and in any event within five (5) Business Days thereafter), each the Surviving Company Stockholder shall surrender to cause the Paying Agent to mail to each person who was, at the Effective Time, a registered holder of Shares (other than Excluded Shares and Dissenting Shares) entitled to receive the Per Share Merger Consideration pursuant to Section 2.01(a): (i) a letter of transmittal (which shall be in customary form for a company incorporated in the Cayman Islands reasonably acceptable to Parent and the Company, and shall specify the manner in which the delivery of the Exchange Fund to registered holders of such Shares shall be effected and contain such other provisions as Parent and the Company may mutually agree); and (ii) instructions for use in effecting the surrender of any issued share certificates evidencing representing such Person’s shares of Common Stock and/or Preferred Stock Shares (the “Share Certificates”) (or affidavits and indemnities of loss in lieu of the Share Certificates as provided in Section 2.04(e)) or non-certificated Shares represented by book entry (“Uncertificated Shares”) and/or such other documents as may be required in exchange for cancellationthe Per Share Merger Consideration. Promptly following Parent being informed that any Shares have ceased to be Dissenting Shares pursuant to Section 2.03(b), together Parent shall cause the Paying Agent to mail to the applicable shareholders the documents described in the immediately preceding sentence. Upon surrender of, if applicable, a Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 2.04(e)) or Uncertificated Shares and/or such other documents as may be required pursuant to such instructions to the Paying Agent in accordance with a completed and executed the terms of such letter of transmittal, duly executed in substantially accordance with the form attached as Exhibit F hereto (the “Letter of Transmittal”)instructions thereto, upon which the Paying Agent shall pay from the Payment Fund to the each registered 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 Shares represented by such Share Certificate pursuant (or affidavits and indemnities of loss in lieu of the Share Certificates as provided in Section 2.04(e)) and each registered holder of Uncertificated Shares shall be entitled to receive in exchange therefor a check, in the amount equal to (x) the number of Shares represented by such Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 2.4(c2.04(e)) or the number of Uncertificated Shares multiplied by (y) the Per Share Merger Consideration, subject to applicable withholding in accordance with Section 2.04(k), and the any Share Certificate so surrendered shall forthwith be marked as 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, stolen or destroyed Share Certificate. Delivery of such affidavit shall be deemed delivery of a Share Certificate with respect to the relevant Shares for purposes of this Article III.
Appears in 1 contract
Share Exchange Procedures. At or after the Closing, each Company Stockholder shall surrender to the Paying Agent Purchaser the certificates evidencing such PersonStockholder’s shares of Company Common Stock and/or or Company Preferred Stock Stock, as applicable, (the “Share Certificates”) for cancellation, together with a completed and executed letter Letter of transmittal, Transmittal substantially in substantially the form attached as Exhibit F hereto agreed to between Purchaser and the Company (the “Letter of Transmittal”), upon which which: (i) the Paying Agent Purchaser shall pay from the Payment Fund cause to be issued to the holder of each such Share Certificate, in exchange therefor, a share certificate(s) representing the amount of cash in immediately available funds which Applicable Per Share Merger Consideration such holder Stockholder has the right to receive in respect of the shares of Preferred Company Common Stock or the shares of Common Company Preferred Stock formerly represented by such Share Certificate pursuant to Section 2.4(c), 4.1 and (ii) the Share Certificate so surrendered shall forthwith be cancelled. In the event of If a transfer of ownership of Shares shares of Company Common Stock or Company Preferred Stock that is not registered in the transfer records of the CompanyCompany 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 so surrendered is registered if the Share Certificate representing such Shares shall be shares is properly endorsed or otherwise be is in proper form for transfer and transfer. If any Share Certificate which immediately prior to the Person requesting Effective Time represented outstanding shares of Company Common Stock or Company Preferred Stock shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the holder claiming such payment shall pay any transfer Share Certificate to be lost, stolen or other Taxes required by reason destroyed as provided in the Letter of Transmittal, the Parent will issue in consideration of the payment shares of the relevant portion of Company Common Stock or Company Preferred Stock represented by such lost, stolen or destroyed Share Certificate the Merger Consideration to which the holder thereof is entitled pursuant to the express terms of this Agreement; provided, however, that Purchaser may, in its discretion and as a Person other than condition precedent to the registered holder issuance thereof, require the owner of such Share Certificate lost, stolen or establish destroyed certificates or Warrant agreements, to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Purchaser with respect to the reasonable satisfaction of Purchaser that such tax has certificates and Warrant agreements alleged to have been paid lost, stolen or is not applicabledestroyed. Until surrendered as contemplated by this Section 3.9(b4.2(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 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, stolen or destroyed Share Certificate. Delivery of such affidavit shall be deemed delivery of a Share Certificate with respect to the relevant Shares for purposes of this Article IIIIV.
Appears in 1 contract
Share Exchange Procedures. At or As promptly as practicable after the ClosingEffective Time, Parent shall cause the Paying Agent to mail to each person who was, at the Effective Time, a holder of record of Shares: (i) a letter of transmittal in a form reasonably acceptable to Parent and the Company Stockholder and to be agreed upon prior to the Effective Time, which specifies that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the "Share Certificates") shall pass, only upon proper delivery of the Share Certificates to the Paying Agent; and (ii) instructions for use in effecting the surrender of the Share Certificates in exchange for the Initial Merger Consideration to which such holder is entitled pursuant to Section 2.2(a) or 2.2(b), as applicable. Upon surrender to the Paying Agent the certificates evidencing such Person’s shares of Common Stock and/or Preferred Stock (the “a Share Certificates”) Certificate for cancellation, together with a completed and executed such letter of transmittal, duly completed and validly executed in substantially accordance with the form attached instructions thereto, and such other documents as Exhibit F hereto (the “Letter of Transmittal”)may be required pursuant to such instructions, upon which Parent shall cause the Paying Agent shall to pay from the Payment Fund to the holder of each such Share Certificate, in exchange therefortherefore, 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 Shares formerly represented by such Share Certificate pursuant to Section 2.4(c2.2(a) or 2.2(b), as applicable, and the Share Certificate so surrendered shall forthwith be cancelledcanceled. 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 Initial 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 taxes required by reason of the payment of the relevant portion of the Initial Merger Consideration to a Person other than the registered holder of such Share Certificate or establish to the reasonable satisfaction of Purchaser Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.9(b)2.3, 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 Initial Merger Consideration (and adjustments thereto pursuant to this Agreement) any Additional Merger Consideration to which the holder of such Share Certificate is entitled pursuant and subject to Article II and this Article III, subject II. No interest shall be paid or will accrue on any cash payable to holders of Share Certificates pursuant 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, stolen or destroyed Share Certificate. Delivery of such affidavit shall be deemed delivery of a Share Certificate with respect to the relevant Shares for purposes provisions of this Article IIIII.
Appears in 1 contract
