Surrender and Exchange. A Global Warrant shall be exchanged for Definitive Warrants, and Definitive Warrants may be transferred or exchanged for a beneficial interest in a Global Warrant, only at such times and in the manner specified in this Agreement. The holder of a Global Warrant may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold beneficial interests in such Global Warrant through Agent Members, to take any action that a Warrantholder is entitled to take under a Warrant Certificate or this Agreement in accordance with the Depositary’s and the relevant Agent Member’s applicable procedures. If beneficial ownership interests in a Global Warrant are to be exchanged for Definitive Warrants pursuant to this Section 2.4(c), appropriate adjustment shall be made to the Global Warrant as provided in Section 2.4(b)(iii), and the Warrant Agent shall countersign, either by manual or facsimile or other electronically transmitted signature, and deliver to each beneficial owner of such interests in the name of such beneficial owner, Definitive Warrants evidencing a number of Warrants equivalent to such beneficial owner’s beneficial interest in the Global Warrant so exchanged. The Warrant Agent shall register such exchange in the Warrant Register, and if the entire Global Warrant has been exchanged for Definitive Warrants the surrendered Global Warrant shall be canceled by the Warrant Agent.
Surrender and Exchange. (a) From and after the Effective Time, Media (or the NV/PCS Transferee), as sole holder of all of the issued and outstanding shares of NV Stock and PCS Holdings Stock, shall be entitled to receive, upon surrender of all the certificates representing such shares, the Merger Consideration payable in respect of such shares as provided for in Section 3.1(b). After the Effective Time, such certificates shall, until so surrendered, represent for all purposes only the right to receive such Merger Consideration. From and after the Effective Time, there shall be no further registration of the transfer on the stock transfer books of the Surviving Corporation of shares of NV Stock or PCS Holdings Stock which were outstanding immediately prior to the Effective Time.
(b) No dividends, interest or other distributions with respect to the Merger Consideration shall be paid to Media (or the NV/PCS Transferee) as the holder of any unsurrendered certificates representing the NV Stock or the PCS Holdings Stock outstanding prior to the Effective Time, until all such certificates are surrendered as provided in this Section 3.4. Upon surrender of all such certificates (or, if later, the appropriate payment date), there shall be paid, without interest, to Media (or the NV/PCS Transferee) as the Person in whose name the certificates representing the Merger Consideration into which such shares were converted are registered, all dividends, interest and other distributions payable in respect of such securities on a date subsequent to, and in respect of a record date after, the Effective Time.
(c) AirTouch shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to Media (or the NV/PCS Transferee) as the holder of the shares of NV Stock and PCS Holdings Stock such amounts, if any, as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by AirTouch such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Media (or the NV/PCS Transferee) as the holder of the shares of NV Stock and PCS Holdings Stock.
Surrender and Exchange. Subject to the provisions of Section 12, this Agreement (and the Option granted hereby) are exchangeable, without expense, at the option of the Holder, upon presentation and surrender of this Agreement at the principal office of Issuer, for other Agreements providing for Options of different denominations entitling the holder thereof to purchase, on the same terms and subject to the same conditions as are set forth herein, in the aggregate the same number of shares of Common Stock purchasable hereunder. The terms "Agreement" and "Option" as used herein include any Stock Option Agreements and related Options for which this Agreement (and the Option granted hereby) may be exchanged. Upon receipt by Issuer of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Agreement, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like tenor and date. Any such new Agreement executed and delivered shall constitute an additional contractual obligation on the part of Issuer, whether or not the Agreement so lost, stolen, destroyed or mutilated shall at any time be enforceable by anyone.
Surrender and Exchange. 7 SECTION 2.04. Stock Options...................................................8 SECTION 2.05. Adjustments.....................................................8 SECTION 2.06. Fractional Shares...............................................9 SECTION 2.07.
Surrender and Exchange. 1.0.1 Clark/Bardes agrees that it will use its best efforts to maintain txx Xxlxxxxx in force.
1.0.2 If a Policy is surrendered or if there is a Section 1035 exchange of any Policy or Policies, Aegon shall withhold from the next scheduled payment to Clark/Bardes under the Clark/Bardes Administrative Services Agreemexx xx xxxxxx calculated xx xrxxxxxx in this section (a "Bonus Forfeiture Amount"). If such Bonus Forfeiture Amount is in excess of the next scheduled payment to Clark/Bardes under the Clark/Bardes Administrative Services Agreemexx, Xlxxx/Xxrdes will pxx xx Xxxxx an amount which, when added to the nxxx xcxxxxxxd payment to Clark/Bardes under the Clark/Bardes
Surrender and Exchange of Options Promptly after the Effective Time and upon (i) surrender of an option award agreement(s) representing unexpired options to purchase shares of Company Common Units that were outstanding immediately prior to the Effective Time or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such option holder has lost its award agreement(s) or that such have been destroyed, Parent shall issue to each record holder of the Company Options surrendering such award agreement(s), a new award agreement registered in the name of such option holder representing the right to purchase such number of shares of Parent Common Stock that such Stockholder shall be entitled to receive as set forth in Section 1.5(a)(iii) hereof. Until the option award agreement(s) or affidavit is or are surrendered as contemplated by this Section 1.7 and Section 4 hereof, each option award agreement(s) that immediately prior to the Effective Time represented a right to purchase any Company Common Units shall be deemed at and after the Effective Time to represent only the right to receive upon surrender as aforesaid the option to purchase Parent Common Stock specified in Schedule 1.5 hereof for the holder thereof. 1.8 Warrants None of the parties have warrants which are issued and outstanding. 1.9 Parent Common Stock Parent agrees that it will cause the Parent Common Stock into which the Company Common Units are converted at the Effective Time pursuant to Section 1.5(a)(ii) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 9,106,250 shares of Parent Common Stock issued and outstanding (which excludes the 3,100,000 shares to be sold in the Offering) and no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding. Exhibit 2.1 -- Page 5 2. Representations and Warranties of the Company The Company hereby represents and warrants to Parent and Acquisition Corp. as follows as of the date hereof and as of the Closing: 2.1 Organization, Standing, Subsidiaries, Etc.
(a) The Company is a limited liability company duly organized and existing in good standing under the laws of the State of Texas, and has all requisite power and authority (corporate and other) to carry on its business, t...
Surrender and Exchange. (b) Each holder of Old Shares that have been converted into New Shares and Redeemable Preferred Stock, upon surrender to the Exchange Agent of an Old Certificate or Certificates, together with a properly completed letter of transmittal covering such Old Shares, will be entitled to receive in respect of such Old Shares, subject to Section 1.5(f): (i) a certificate or certificates representing 0.5 of a New Share for each Old Share formerly represented by such Old Certificate or Certificates in accordance with Section 1.2:
Surrender and Exchange. Each Series D Perpetual Preferred Share will be exchanged by the holder once the Exchange Conditions Precedent have been met by surrender of such Series D Perpetual Preferred Share, to the Company at its office designated pursuant to the Bye-Laws of the Company. Such holder shall thereupon be entitled to receive the number of Common Shares, Class B Convertible Common Shares or Class C Convertible Common Shares, as the case may be, specified in the exchange by Section 6(a) above. The Series D Perpetual Preferred Shares shall be cancelled upon surrender.
Surrender and Exchange. (a) Prior to the Effective Time, Parent shall authorize one or more transfer agent(s) reasonably acceptable to Company to act as exchange agent hereunder (the “Exchange Agent”) with respect to the Merger. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent for the benefit of the holders of Company Common Stock, for exchange in accordance with this Section 3.3 through the Exchange Agent, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 in exchange for outstanding shares of Company Common Stock (collectively, the “Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the applicable Merger Consideration in exchange for surrendered Stock Certificates pursuant to Section 3.1 out of the Exchange Fund. Except as contemplated by Section 3.3(e), the Exchange Fund shall not be used for any other purpose.
(b) Promptly after the Effective Time, but in any event not later than five Business Days (as defined below) thereafter, Parent will send, or will cause the Exchange Agent to send, to each holder of a Stock Certificate that immediately prior to the Effective Time represented outstanding Company Common Stock a letter of transmittal and instructions for use in effecting the exchange of such Stock Certificates for the Merger Consideration (which shall specify that delivery shall be effected and risk of loss and title to the Stock Certificates shall pass only upon delivery of the Stock Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and instructions for use in
Surrender and Exchange. 7 SECTION 2.04. STOCK OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 SECTION 2.05. ADJUSTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 SECTION 2.06. FRACTIONAL SHARES . . . . . . . . . . . . . . . . . . . . . . . . . 10 SECTION 2.07.
