Unsurrendered Certificates Sample Clauses

Unsurrendered Certificates. In the event that any certificates formerly representing JIS Shares (or lost share affidavits reasonably acceptable in form and substance to Judge) are not surrendered for exchange by the first anniversary of the Effective Time (the "Unsurrendered Certificates"), those certificates representing Judge Common Shares corresponding to such Unsurrendered Certificates then held by the Exchange Agent shall be delivered to Judge, upon demand, and any stockholders of JIS who have not previously complied with this Section 2.5 shall thereafter look only to Judge for payment of their claim for Judge Common Shares and any cash in lieu of fractional Judge Common Shares.
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Unsurrendered Certificates. Subject to Section 5.5 below, no Holdco Common Stock certificate may be delivered to any former holder of NW Natural Common Stock unless and until such shareholder properly surrenders to the Transfer Agent the NW Natural Certificate(s) formerly representing his or her shares of NW Natural Common Stock, together with a properly completed Transmittal Letter.
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Unsurrendered Certificates. Until surrendered as contemplated by Article 4.7, each certificate or agreement which immediately prior to the Effective Date represented one or more outstanding Nextleaf Security shall be deemed at all times after the Effective Date to represent only the right to receive the securities contemplated by Article 4.7.
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Unsurrendered Certificates. If any certificate formerly evidencing any shares of Company Stock or Common Exchangeable Shares outstanding immediately prior to the Effective Time has not been surrendered (along with a duly completed and executed Letter of Transmittal in the case of any stockholder of the Company prior to the date that is one (1) year after the Effective Time (or immediately prior to such earlier date on which the consideration in respect of such share would otherwise escheat to or become the property of any Governmental Authority), then the consideration in respect of each such share of Company Stock or Common Exchangeable Shares shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, and, thereafter, the former holders of such shares of Company Stock or Common Exchangeable Shares shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the consideration that may be payable upon due surrender of each such share of Company Stock or Common Exchangeable Shares held by them. Without limiting the generality of the foregoing, none of Buyer, Merger Sub, the Surviving Corporation or any their respective Affiliates shall be liable to any former holder of shares of Company Stock or Common Exchangeable Shares for the consideration payable in respect of each such share of Company Stock or Common Exchangeable Shares properly delivered to any Governmental Authority or public official pursuant to applicable abandoned property, escheat or similar Laws.
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Unsurrendered Certificates. Until surrendered as contemplated by Article 4.1, each certificate or agreement which immediately prior to the Effective Time represented one or more outstanding Two Lions Technologies Share shall be deemed at all times after the Effective Time to represent only the right to receive the securities contemplated by Article 4.1.
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Unsurrendered Certificates. Subject to Section 5.6 below, no Holdco Common Stock certificate shall be delivered to any former holder of NW Natural Common Stock unless and until such shareholder shall have properly surrendered to the Transfer Agent the NW Natural Certificate(s) formerly representing his or her shares of NW Natural Common Stock, together with a properly completed Transmittal Letter in such form as shall be provided to the shareholder by Holdco for that purpose. Further, until such NW Natural Certificate(s) are so surrendered, no dividend or other distribution payable to holders of record of Holdco Common Stock as of any date subsequent to the Effective Time shall be delivered to the holder of such NW Natural Certificate(s). However, subject to prior escheatment under applicable law, upon the proper surrender of such NW Natural Certificate(s), the Transfer Agent shall pay to the registered holder of the shares of Holdco Stock represented by such NW Natural Certificate(s) the amount without interest of any such cash, dividends or distributions which have accrued but remain unpaid with respect to such shares. Neither Holdco, NW Natural nor the Transfer Agent shall have any obligation to pay any interest on any such cash, dividends or distributions for any period prior to such payment.
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Unsurrendered Certificates. Until surrendered in accordance with the provisions of this SECTION 2.2, each certificate of outstanding shares of the Company's capital stock shall represent, for all purposes, only the right to receive the Merger Consideration pursuant to this ARTICLE II in respect of the number of the outstanding shares of the Company's capital stock previously evidenced by such certificate.
Sample 1
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Unsurrendered Certificates. Until surrendered as contemplated by Section 4.1, each certificate or agreement which immediately prior to the Effective Time represented one or more outstanding Bralorne Share shall be deemed at all times after the Effective Time to represent only the right to receive the securities contemplated by Section 4.1.
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Related to Unsurrendered Certificates

  • Distributions with Respect to Unsurrendered Certificates No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e) until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect, if any, of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e), without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock.

  • Unlegended Certificates In connection with the offering of any Registrable Securities registered pursuant to this Section 2, the Company shall (i) facilitate the timely preparation and delivery to the Purchasers and the underwriters, if any, participating in such offering, of unlegended certificates representing ownership of such Registrable Securities being sold in such denominations and registered in such names as requested by the Purchasers or such underwriters and (ii) instruct any transfer agent and registrar of such Registrable Securities to release any stop transfer orders with respect to any such Registrable Securities.

  • Book-Entry Certificates (a) Each Class of Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the nominee of the Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s interest in the Book-Entry Certificates, except as provided in Section 3.09(c). Unless Definitive Certificates have been issued to Certificate Owners of Book-Entry Certificates pursuant to Section 3.09(c):

  • The Certificates The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

  • Lost or Destroyed Certificates In case of the alleged loss or destruction of any shareholder certificate, no new certificate shall be issued in lieu thereof, unless there shall first be furnished to CMS an affidavit of loss or non-receipt by the holder of shares with respect to which a certificate has been lost or destroyed, supported by an appropriate bond satisfactory to CMS and the Trust issued by a surety company satisfactory to CMS.

  • Class A Certificates 7 Class I-A Certificates.........................................................................7 Class I-B-1 Certificates.......................................................................8 Class I-B-2 Certificates.......................................................................8 Class I-B-3 Certificates.......................................................................8 Class I-B-4 Certificates.......................................................................8 TABLE OF CONTENTS (continued) Class I-B-6 Certificates.......................................................................8 Class II-A Certificates........................................................................8 Class II-B-1 Certificates......................................................................8 Class II-B-2 Certificates......................................................................8 Class II-B-3 Certificates......................................................................8 Class II-B-4 Certificates......................................................................8 Class II-B-5 Certificates......................................................................8 Class II-B-6 Certificates......................................................................8

  • Company Certificates The Company shall have furnished to the Representative such certificates, in addition to those specifically mentioned herein, as the Representative may have reasonably requested as to the accuracy and completeness at the Closing Date and any Option Closing Date of any statement in the Registration Statement, the General Disclosure Package or the Prospectus, as to the accuracy at the Closing Date and any Option Closing Date of the representations and warranties of the Company herein, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Underwriters.

  • Lost, Stolen or Destroyed Certificates In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1 hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the payment of such Merger Consideration, require the owners 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, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

  • May Hold Certificates The Trustee, any Paying Agent, Registrar or any other agent of the Trust, in its individual or any other capacity, may become an Owner or pledgee of Certificates and may otherwise deal with the Trust with the same rights it would have if it were not Trustee, any Paying Agent, Registrar or such other agent.

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