Surrender and Exchange of Shares. At the Effective Time, each holder of a Web Share shall surrender and deliver the Certificates and transmittal letter (the "LETTER OF TRANSMITTAL") to Continental Stock Transfer and Trust Company. Upon such surrender and delivery, the holder shall receive a certificate representing the number of whole shares of Parent Common Stock into which such holder's Web Shares have been converted pursuant to this Restated Agreement plus the amount of cash payable 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 Parent Common Stock into which the Web Shares have been converted pursuant to this Restated Agreement, plus the amount of cash payable in lieu of any fractional share; PROVIDED, HOWEVER, that no dividends or other distributions, if any, in respect of the shares of Parent Common 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 Letters of Transmittal are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of the 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 Parent Common Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to vote Parent Common Stock until such Certificates are exchanged pursuant to this Restated Agreement.
Surrender and Exchange of Shares. (a) At the Effective Time, each holder of an outstanding certificate or certificates that immediately prior thereto represented shares of the capital stock of the Company shall surrender the same to Parent or its agent, and each such holder shall be entitled upon such surrender to receive in exchange therefor, without cost to it, the number of shares of Parent Common Stock into which the shares theretofore represented by the certificate so surrendered shall have been converted as provided in Section 2.01 hereof, and the certificate or certificates so surrendered in exchange for such consideration shall forthwith be canceled by Parent.
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.
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.
Surrender and Exchange of Shares. (a) Prior to the Closing Date, Purchaser shall appoint Norwest Shareowner Services or another agent reasonably acceptable to the Company to act as exchange agent (the "Exchange Agent") for the Merger. Promptly after the Effective Time, Purchaser shall make available, or cause to be made available, to the Exchange Agent such certificates evidencing such number of shares of Purchase Stock, 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) and (d) hereof.
Surrender and Exchange of Shares. Payment of Merger Consideration -----------------------------------------------------------------
Surrender and Exchange of Shares. (a) Prior to the Closing Date, Bowmxx xxxll appoint American Stock Transfer and Trust Company or another agent mutually acceptable to Bowmxx xxx EDI to act as exchange agent (the "Exchange Agent") for the Merger. At or prior to the Effective Time, Bowmxx xxxll deposit, or cause to be deposited with the Exchange Agent such certificates evidencing such number of shares of Bowmxx Xxxck and such amount of cash 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.
Surrender and Exchange of Shares. (a) The Bank shall act as Exchange Agent hereunder (the "Exchange Agent"). Prior to Effective Time, Parent shall deposit with or for the account of the Exchange Agent stock certificates representing the number of shares of Parent Common Stock issuable pursuant to Section 3.1 in exchange for outstanding shares of CBSC Common Stock, which shares of Parent Common Stock shall be deemed to have been issued at the Effective Time and which certificates shall be returned to Parent if such Effective Time does not occur.
Surrender and Exchange of Shares. (a) Maslxx Xxxxxxx Xxxxxx & Xrand, LLP, counsel to Purchaser, shall act as exchange agent (the "Exchange Agent") for the Merger. Promptly after the Effective Time, Purchaser shall make available, or cause to be made available, to the Exchange Agent such certificates evidencing such number of shares of Purchaser Stock, as and when necessary, in order to enable the Exchange Agent to affect the exchange of certificates and make the cash payments in respect of fractional shares contemplated by Section 1.3(b) hereof. Purchaser shall also make available, or cause to be made available, certificates representing 10 percent of the aggregate Merger Consideration (the "Escrow Shares") and cause the same to be deposited into the Escrow Account (as defined in Section 1.7 hereof) as partial security for the Company Shareholders' indemnification obligations as set forth in Article 8 hereof.
Surrender and Exchange of Shares. (a) Prior to the Closing Date, Parent shall designate its stock transfer agent or such other bank or trust company reasonably acceptable to the Company to act as Exchange Agent hereunder (the "Exchange Agent"). Prior to Effective Time, Parent shall deposit with or for the account of the Exchange Agent stock certificates representing the number of shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, which shares of Parent Common Stock shall be deemed to have been issued at the Effective Time and which certificates shall be returned to Parent if such Effective Time does not occur.
