Examples of Company Share Certificates in a sentence
Notwithstanding any other provision of this Agreement, no fractional shares of Parent Common Stock shall be issued upon the conversion and exchange of Company Share Certificates, and no holder of Company Share Certificates shall be entitled to receive a fractional share of Parent Common Stock.
From and after the Effective Time, the holders of Company Share Certificates or Uncertificated Company Shares shall cease to have any rights with respect to such shares, except as otherwise provided in this Agreement, the certificate of incorporation of the Surviving Corporation or by applicable Law.
Until surrendered as contemplated by this Section 2.9, all Company Share Certificates, Book-Entry Shares or Company Warrants shall be deemed, from and after the Effective Time, to represent only the right to receive the consideration payable pursuant to Section 2.6 or Section 2.7(b) (subject to any applicable withholding Tax) as contemplated by Section 2.6 or Section 2.7(b).
The proceeds from such sale or sales available for distribution to the holders of Company Share Certificates shall be reduced by the compensation payable to the Exchange Agent and the expenses incurred by the Exchange Agent, in each case, in connection with such sale or sales of the Excess Shares, including all related commissions, transfer taxes and other out-of-pocket transaction costs.
Until the net proceeds of such sale or sales have been distributed to the holders of Company Share Certificates, the Exchange Agent shall hold such net proceeds in trust for the holders of Company Share Certificates (the "Common Shares Trust").
From and after the Effective Time, the holders of Company Share Certificates or Uncertificated Shares shall cease to have any rights with respect to such shares, except as otherwise provided in this Agreement, the certificate of incorporation of the Surviving Corporation or by applicable Law.
Immediately following the Effective Time of the Merger, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Company Share Certificates, certificates representing the Parent Common Stock issuable pursuant to Section 2.01 in exchange for Company Share Certificates.
In the event that, after the Effective Time, Company Share Certificates are presented to Amalco, they shall be exchanged for the appropriate Per Share Amount as provided in Section 3.2(b) hereof.
Any funds deposited with the Exchange Agent that remain unclaimed by the former shareholders of the Company after nine (9) months following the Effective Time will be delivered to Parent upon its demand, and any former shareholders of the Company who have not then complied with the instructions for exchanging their Company Share Certificates will thereafter look only to Parent for exchange payment of the appropriate Per Share Amount in Share Certificates.
As soon as practicable after the Effective Time of the Merger, the Exchange Agent, as agent for the holders of the Company Share Certificates, shall sell the Excess Shares at then prevailing prices on the NYSE all in the manner provided in the following paragraph.