Surrender and Exchange of Shares Sample Clauses

Surrender and Exchange of Shares. (a) Prior to the Closing Date, TCG shall appoint an agent reasonably acceptable to ACC to act as exchange agent (the "Exchange Agent") for the Merger. Promptly after the Effective Time, TCG shall make available, or cause to be made available, to the Exchange Agent such certificates evidencing such number of shares of TCG Stock and such amount of cash, as and when necessary, in order to enable the Exchange Agent to effect the exchange of certificates and make the cash payments in respect of fractional shares contemplated by Section 1.5(c) below. (b) On the Closing Date, TCG shall instruct the Exchange Agent to mail to each holder of record of a Certificate within five business days of receiving from ACC a list of such holders of record, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as TCG may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration consisting of TCG Stock and any cash payable pursuant to Section 1.3(b) above. (c) After the Effective Time, each holder of a share of ACC Class A Common Stock shall surrender and deliver the Certificates to the Exchange Agent together with a duly completed and executed transmittal letter. Upon such surrender and delivery, the holder shall receive a certificate representing the number of whole shares of TCG Stock into which such holder's shares of ACC Class A Common Stock have been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional share. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of TCG Stock into which the shares of ACC Class A Common Stock have been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional share; provided, however, that no dividends or other distributions, if any, in respect of the shares of TCG Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and transmittal letters are surrendered and delivered as provided herein. Subject to applica...

Surrender and Exchange of Shares. (a) On the Closing Date and -------------------------------- after the Effective Time, each Stockholder shall surrender and deliver to Purchaser, the Certificates owned by such Stockholder, duly endorsed in blank for transfer or accompanied by appropriate powers duly executed in blank. Upon such surrender and delivery, each Stockholder shall receive a stock certificate in definitive form, registered in the name of such Stockholder, representing the number of shares of Purchaser Stock into which such Stockholder's Company Shares have been converted pursuant to this Agreement. Unless provided otherwise in this Agreement, each Stockholder will deliver such Certificates and receive a certificate representing such shares of Purchaser Stock, as is set forth on Exhibit A hereto opposite the name of such Stockholder. Until surrendered and --------- exchanged pursuant to this Section 1.5(a), each outstanding Certificate after ------------- the Effective Time shall be deemed for all purposes to evidence the right to receive that number of shares of Purchaser Stock into which the Company Shares have been converted pursuant to this Agreement; provided, however, that no -------- ------- dividends or other distributions, if any, in respect of the shares of Purchaser Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates are surrendered and delivered as provided herein. Subject to applicable law, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of Purchaser Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Purchaser Stock until such Certificates are exchanged pursuant to this Agreement. (b) At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall be made thereafter, other than transfers of Company Shares that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for shares of Purchaser Stock as provided in Section 1.3 hereof. ----------- (c) If consideration in respect of Company Share...

Surrender and Exchange of Shares. (a) Following the date of this Agreement and in any event not less than three business days prior to the Effective Time, Rowan Delaware shall select a bank or trust company to act as exchange agent in connection with the Merger (including any successor, the “Exchange Agent”) for the purpose of delivering or causing to be delivered to each holder of Rowan Delaware Common Stock ADS or ADRs evidencing one or more ADS and any cash that is payable pursuant to this Article III. (b) The Exchange Agent shall act as the agent for each holder of shares of Rowan Delaware Common Stock to receive the ADS that such holder shall become entitled to receive with respect to such holder’s shares of Rowan Delaware Common Stock pursuant to this Article III. (c) Prior to the Effective Time, Rowan Mergeco or, after the Effective Time, the Surviving Corporation shall deposit or cause to be deposited with the Exchange Agent, from time to time, (i) such number of ADS and/or ADRs evidencing ADS, in such denominations as the Exchange Agent shall specify, as are deliverable pursuant to Section 3.1, and which, unless Rowan Mergeco or the Surviving Corporation shall otherwise determine, may be deposited with the Exchange Agent through the facilities of The Depository Trust Company (“DTC”), and (ii) the amount of cash that is payable pursuant to this Article III, in each case in respect of shares of Rowan Delaware Common Stock for which certificates representing shares of Rowan Delaware Common Stock (“Certificates”) are expected to be properly delivered to the Exchange Agent. (d) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each stockholder who was a stockholder of record immediately prior to the Effective Time of shares of Rowan Delaware Common Stock, a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to any Certificates held by such holder, if any, representing such shares of Rowan Delaware Common Stock shall pass, only upon actual and proper delivery of the Certificates to the Exchange Agent. (e) Each record holder of shares of Rowan Delaware Common Stock shall be entitled to receive in exchange for such holder’s shares of Rowan Delaware Common Stock, upon (i) surrender to the Exchange Agent of one or more Certificates, if any, (ii) delivery of a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and (iii) delivery of such other documen...

Surrender and Exchange of Shares. (a) On the Closing Date, Parent shall deposit with American Stock Transfer Trust Company (the "Exchange Agent") for exchange to the extent of the Exchange Ratio, and on the second business day following the Twentieth Trading Day, Parent shall deposit with the Exchange Agent for exchange to the extent of the Contingent Exchange Ratio, in each case in accordance with Section 3.01, the aggregate number of shares of Parent Common Stock issuable in exchange for outstanding shares of Company Common Stock and cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 3.05(c); provided, however, that pursuant to the terms of the Escrow Agreement, on behalf of the holders of Company Common Stock, Parent shall deposit into an escrow account (the "Escrow Account") a number of shares of Parent Common Stock representing (i) 10% of the Common Stock Consideration and 10% of the Contingent Common Stock Consideration (the "Stockholder Escrow Amount") plus (ii) an additional 25% of the Parent Common Stock which the Principal Stockholders are entitled to receive pursuant to the Merger (such 25% to be calculated based on the total number of shares of Parent Common Stock which the Principal Stockholders are entitled to receive pursuant to the Merger). The portion of the Stockholder Escrow Amount contributed on behalf of each holder of Company Common Stock shall be in proportion to the aggregate number of shares of Parent Common Stock which such holder would otherwise be entitled to receive by virtue of ownership of outstanding shares of Company Common Stock. (b) As soon as practicable after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and which shares where converted into the right to receive shares of Parent Common Stock pursuant to Section 3.01, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock and cash in lieu of fractional s...

Surrender and Exchange of Shares. (a) At the Effective Time, each holder of an outstanding certificate or certificates that prior thereto represented shares of the capital stock of Westford Group shall surrender the same to Bancinsurance or its agent, and each such holder shall be entitled upon such surrender to receive in exchange therefor, without cost to it, cash as provided in Section 2.01 hereof, and the certificate or certificates so surrendered in exchange for such consideration shall forthwith be cancelled by Bancinsurance. (b) If a certificate representing shares of the capital stock of Westford Group has been lost, stolen or destroyed, the holder of such certificate shall submit an affidavit describing the lost, stolen or destroyed certificate, the number of shares evidenced thereby and affirming the status of that certificate in lieu of surrendering such certificate to Bancinsurance, which shall deem such certificate cancelled; provided that Bancinsurance may require the holder of such certificate to provide Bancinsurance with a bond in such amount as Bancinsurance may direct as a condition to paying any consideration hereunder. Until so surrendered, the outstanding certificates that, prior to the Effective Time, represented shares of the capital stock of Westford Group that shall have been converted as aforesaid shall be deemed for all corporate purposes, except as hereinafter provided, to evidence the ownership of the consideration into which such shares have been so converted.

Surrender and Exchange of Shares. Payment of Merger Consideration ----------------------------------------------------------------- (a) At the Closing, the Shareholders shall deliver certificates representing all issued and outstanding Company Shares to MedSource. The Shareholders shall be entitled, upon such surrender, to receive in exchange therefor, without cost to them, the MedSource Shares and the amount of cash into which the Company Shares represented by the certificate or certificates so surrendered shall have been converted as provided in section 2.1 hereof, and the certificate or certificates so surrendered in exchange for such consideration shall forthwith be canceled by MedSource. (b) At the Closing, upon the surrender for cancellation of the certificates representing the Company Shares pursuant to section 2.3(a) above, MedSource shall deliver to the Shareholders: (i) certificates representing an aggregate of 236,950 MedSource Shares, free and clear of all liens and encumbrances, claims, mortgages, pledges and security interests of any kind (collectively, "Liens"), in the relative amounts and to the individuals as set forth on Schedule 2.3(b)(i), each registered in the name of such Shareholder evidencing the applicable number of MedSource Shares; and (ii) $2,661,000 less the aggregate amount of Institutional Indebtedness (as defined in section 2.3(d)) at the Closing (the "Cash Consideration"), subject to section 3.34, allocated as set forth on Schedule 2.3(b)(ii). The Cash Consideration shall be paid by delivery of bank or cashier's checks or by wire transfer of immediately available funds to an account or accounts designated in writing, at least three (3) days prior to Closing, by the Shareholders; and (iii) the Earn-Out Amount, allocated as set forth on Schedule 2.3(b)(iii). (c) As additional consideration in the Merger, promptly following the determination of the Earn-Out Amount in accordance with section 2.4, MedSource shall deliver to the Shareholders the Earn-Out Amount paid by delivery of bank or cashier's check or by wire transfer of immediately available funds to an account or accounts designated pursuant to section 2.3(b)(ii). (d) For purposes of this Agreement, "Institutional Indebtedness" on any date shall mean all of the Company's indebtedness on such date, after giving effect to any application of Company cash and cash equivalents thereto prior to Closing, including without limitation, all revolving credit facilities, term loans and notes and lines of credit or lo...

Surrender and Exchange of Shares. (a) Promptly after the Production Effective Time, the Surviving Corporation will send to each recordholder of shares of Production Common Stock immediately prior to the Production Effective Time (i) a letter of transmittal for use in exchanging certificates representing shares of Production Common Stock for the Production Merger Consideration and (ii) instructions for use in effecting the surrender of the certificates representing shares of Production Common Stock in exchange for certificates representing shares of Common Stock. Upon surrender of certificates for Production Common Stock for cancellation to the Surviving Corporation, together with a duly executed letter of transmittal and such other documents as the Surviving Corporation shall reasonably require, the holder of such certificates shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Common Stock into which the shares of Production Common Stock theretofore represented by the certificates for Production Common Stock so surrendered shall have been converted pursuant to the provisions of Section 3.4, and the certificates for Production Common Stock so surrendered shall be canceled. The letter of transmittal shall (x) specify, among other things, that delivery shall be

Surrender and Exchange of Shares. (i) Following the date of this Agreement and in any event prior to the Effective Time, New York shall select a bank or trust company to act as exchange agent in connection with the Merger (together with any other bank or trust company also selected, the “Exchange Agent”) for the purpose of delivering or causing to be delivered to each holder of New York Common Stock the shares of UK Holdco Common Stock that such holder shall become entitled to receive with respect to such holder’s shares of New York Common Stock pursuant to this Section 1.

Surrender and Exchange of Shares. (a) Promptly after the Effective Time, each certificate representing shares of common stock of the Merging Corporation, other than those held by Dissenting Shareholders (as defined in Section 4.3), will thereafter represent a number of shares of common stock of the Surviving Corporation equal to the number of shares specified on the certificate, and will be exchanged for a new certificate upon presentation to the transfer agent. (b) Until surrendered in accordance with the terms hereof, each certificate for shares of common stock of the Merging Corporation shall after the Effective Time represent for all purposes only the right to receive the Merger Consideration. Unless and until so surrendered, no dividends or other distributions payable to the holders of common stock of the Surviving Corporation, as to any time at or after the Effective Time, will be paid to the holder of such outstanding certificates. (c) If any portion of the Merger Consideration is to be issued to a person other than the registered holder of the shares of the common stock of the Merging Corporation represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such issuance that any certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such issuance shall pay to the Surviving Corporation any transfer or other taxes required as a result of such issuance to a person other than the registered holder of such shares of the common stock of the Merging Corporation or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable. (d) From and after the Effective Time, there shall be no further registration of transfers on the books of the Merging Corporation of shares of common stock of the Merging Corporation that were outstanding immediately prior to the Effective Time.

Surrender and Exchange of Shares. (a) Following the date of this Agreement and in any event prior to the Effective Time, Cambridge shall select an exchange agent in connection with the Merger (together with any agent also selected, the “Exchange Agent”) for the purpose of delivering or causing to be delivered to each holder of Cambridge Common Stock the shares of Holdco Common Stock that such holder shall become entitled to receive with respect to such holder’s shares of Cambridge Common Stock pursuant to Section 2.4. The Exchange Agent shall act as agent for each holder of shares of Cambridge Common Stock in connection therewith. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of Cambridge Common Stock that are represented by Book Entry Shares or Certificates, a letter of transmittal in customary form, which shall specify that delivery shall be effected, and risk of loss and title to Book Entry Shares or Certificates held by such holder representing such shares of Cambridge Common Stock shall pass, only upon actual and proper delivery of Book Entry Shares or Certificates to the Exchange Agent. (c) At or prior to the Effective Time, Holdco shall procure the deposit with, or otherwise make or cause to be made available to, the Exchange Agent, for the benefit of the holders of Cambridge Common Stock, that number of shares of Holdco Common Stock that is sufficient to deliver the aggregate Merger Consideration pursuant to Section 2.4. In addition, Holdco shall make available by depositing (or causing to be deposited) cash, shares or other property with the Exchange Agent, as necessary from time to time after the Effective Time, sufficient to pay any dividends or distributions payable pursuant to Section 2.5(f) (the Holdco Common Stock to be deposited with the Exchange Agent, together with any cash, shares or other property necessary to pay any dividends or other distributions pursuant to Section 2.5(f) the “Exchange Fund”). (d) Each holder of shares of Cambridge Common Stock that are represented by Book Entry Shares or Certificates shall be entitled to receive in exchange for such holder’s shares of Cambridge Common Stock that are represented by Book Entry Shares or Certificates, upon surrender to the Exchange Agent of a Book Entry Share or Certificate, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to s...