Mechanics of Exchange. (a) At the Closing, each Shareholder shall be entitled to surrender the certificate or certificates that immediately prior to the Closing represented the Buyippee Shares of Common Stock (the “Certificates”) to the exchange agent designated by ENMI in exchange for the Acquisition Shares.
(b) Promptly after the Closing, ENMI or its designated exchange agent shall make available to each Shareholder a letter of transmittal and instructions for use in effecting the surrender of Certificates in exchange for the Acquisition Shares. Upon surrender of a Certificate to such exchange agent together with the letter of transmittal, duly executed, the Shareholder shall be entitled to receive in exchange therefore such number of Acquisition Shares as such Shareholder has the right to receive in respect of the Certificate so surrendered pursuant to the provisions of this Article I.
Mechanics of Exchange. (a) At the Closing (as defined below), each Shareholder shall be entitled to surrender the documents, certificate or certificates that immediately prior to the Closing represented the FDH Common Stock (the “Certificates”) to the exchange agent designated by SKYC in exchange for the Acquisition Shares.
(b) Promptly after the Closing, SKYC or its designated exchange agent shall make available to each Shareholder a letter of transmittal and instructions for use in effecting the surrender of Certificates in exchange for the Acquisition Shares. Upon surrender of a Certificate to such exchange agent together with the letter of transmittal, duly executed, the Shareholder shall be entitled to receive in exchange therefore such number of Acquisition Shares as such Shareholder has the right to receive in respect of the Certificate so surrendered pursuant to the provisions of this Article I.
Mechanics of Exchange. (a) At the Effective Time, each Company Preferred Stockholder will be entitled to receive and, upon surrender to Parent of one or more Certificates representing the Company Preferred Stock held by such Company Preferred Stockholder and a duly executed letter of transmittal as described below, Parent shall be obligated, as soon as reasonably practicable (and in any event no later than ten (10) Business Days) after receipt of such Certificates and executed letters of transmittal, to deliver certificates representing that number of shares of Parent Common Stock into which the shares of Company Preferred Stock held by such Company Preferred Stockholder are converted pursuant to Section 2.3. Any shares of Parent Common Stock into which the shares of Company Preferred Stock convert in the Merger shall be deemed to have been issued at the Effective Time.
(b) As soon as reasonably practicable (and in any event no later than two (2) Business Days) after the Effective Time, Parent shall mail to each holder of record of Company Stock entitled to receive Merger Consideration hereunder:
(i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss to the Certificates, as appropriate, shall pass, only upon delivery of such Certificates to Parent and shall contain reasonable representations as to the Company Preferred Stockholder’s title to the shares represented by such Certificates), and
(ii) instructions for use in effecting the surrender of the Certificates, as appropriate, in exchange for certificates evidencing shares of Parent Common Stock.
(c) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, Parent will issue or cause to be issued in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock into which the shares of Company Preferred Stock represented by such Certificate may be converted in accordance with Section 2.3. When authorizing such issuance in exchange therefor, Parent may require the owner of such lost, stolen or destroyed Certificate to give Parent such form of indemnity, as Parent shall reasonably direct, against any claim that may be made against Parent with respect to the Certificate alleged to have been lost, stolen or destroyed.
(d) Parent may, at its option, meet its obligations under this Section 2.4 through its transfer agent or other...
Mechanics of Exchange. (a) At the Closing, each Shareholder shall deliver to Executone all certificates representing shares of Executone Preferred Stock owned by such Shareholder properly endorsed to Executone, and in exchange therefor Executone will proportionately transfer to the Shareholders (i) all of the outstanding capital stock of Unistar, which shares, as of the date of closing (the "Separation Date") of the Rights Offering, will represent or be converted into 15% of the outstanding shares of Unistar Common Stock (the "Original Issuance"), exclusive of any shares acquired by the Shareholders pursuant to the Standby Agreement, and (ii) all shares of Unistar Series A Preferred Stock (the "Exchange"). No fractional shares of Unistar Common Stock or Unistar Preferred Stock shall be issued. The Shareholders will be entitled to convert the Unistar Preferred Stock into that number of shares of Unistar Common Stock (the "Underlying Shares") such that, when added to the Original Issuance, the Shareholders will own 34% of the Unistar Common Stock, including only the Original Issuance and the Underlying Shares. The Unistar Common Stock and the Unistar Preferred Stock will have the respective designations, relative rights, preferences and limitations set forth in the Certificate of Amendment. All shares of Executone Preferred Stock so exchanged shall be canceled.
(b) In the event that a certificate representing shares of Executone Preferred Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Shareholder claiming such certificate to be lost, stolen or destroyed, Unistar shall issue (and Executone shall cause Unistar to issue) in exchange for such lost, stolen or destroyed certificate the consideration deliverable in respect thereof as determined in accordance with Section 3.1(a) hereof. When authorizing such exchange for any lost, stolen or destroyed certificate, the Shareholder to whom the consideration is to be delivered, as a condition precedent to the issuance thereof, shall give Executone a bond satisfactory to Executone in such sum as it may direct or otherwise indemnify Executone in a manner satisfactory to Executone against any claim that may be made against Executone with respect to the certificate alleged to have been lost, stolen or destroyed.
Mechanics of Exchange. (a) At the Closing, each Shareholder shall surrender the certificate or certificates that immediately prior to the Closing represented the Shares (the "Certificates") to the exchange agent designated by YZL, duly executed by such Shareholder for transfer to YZL, in exchange for the Acquisition Shares and the Cash Component.
(b) At the Closing YZL shall deliver, or cause to be delivered, to each Shareholder a promissory note representing such portion of the Cash Component due such Shareholder and promptly after the Closing shall cause to be delivered to each Shareholder the portion of the Acquisition Shares due to such Shareholder.
Mechanics of Exchange. The Holder shall have provided the Company with a brokerage statement dated as of the date hereof verifying that the Holder is the beneficial owner of the amount of Notes set forth on Schedule I hereto. At the Closing, the Holder shall deliver its Notes to Xxxxx Fargo Bank N.A. via the Depository Trust Company's DWAC system for CUSIP No. 00000XXX0. Simultaneous thereto, the Company and the Singapore Borrower shall deliver (or otherwise give effect to) the Consideration in exchange for the Holder’s Notes whereupon such Notes shall be deemed automatically cancelled. The Exchange Transaction shall be deemed to be in full satisfaction of the Company’s obligations (including all outstanding principal and accrued interest thereon) under the Holder’s Notes, and all rights of the Holder under (i) such Notes and (ii) the related Indenture dated December 22, 2009 (the "Indenture") between the Company and Xxxxx Fargo Bank, N.A., as trustee, shall be terminated in full.
Mechanics of Exchange. (i) So long as this Note is outstanding, if the Company enters into any Equity Financing following the Subscription Date, the Company shall deliver a written notice (the "Company Exchange Notice") to the Holder no later than five (5) Business Days prior to the consummation of such Equity Financing setting forth the terms of such Equity Financing and setting forth the rights of the Holder under this Section 3.
(ii) The Holder shall have the right to exchange any portion of the Outstanding Amount (such amount, the "Exchange Amount") for the securities being issued in such Equity Financing (the "New Securities") at any time following the Company Exchange Notice and no later than ten (10) Business Days following the consummation of such Equity Financing. To exchange any Outstanding Amount into shares of New Securities, the Holder shall transmit by facsimile (or otherwise deliver), for receipt on or prior to 5:00 p.m., New York City time, on such date (the "Exchange Date"), a copy of an executed notice of exchange in the form attached hereto as Exhibit I (the "Exchange Notice") to the Company. The Company shall deliver the New Securities to the Holder no later than the later of (i) three (3) Business Days following receipt of the Exchange Notice indicating the Exchange Amount and (ii) the consummation of such Equity Financing. The Holder shall be deemed to have tendered 115% of the Exchange Amount as payment of the purchase price in such Equity Financing. If the Holder does not exchange the entire amount of the Outstanding Amount under this Note after any Equity Financing, then the Holder shall receive an additional amount on the Maturity Date equal to 15% of the Outstanding Amount on the Maturity Date (the "Additional Maturity Date Payment").
(iii) Delivery of physical certificates shall be deemed to have been made if delivered personally or when delivered to a nationally recognized overnight carrier. If this Note is physically surrendered for exchange as required by Section 15 and the outstanding Principal of this Note is greater than the Exchange Amount, then the Company shall as soon as practicable and in no event later than three Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note (in accordance with Section 15(d)) representing the outstanding Principal not exchanged.
Mechanics of Exchange. 5 3.3 No Further Rights in Stock...........................................6 3.4 Closing..............................................................6
Mechanics of Exchange. (a) At the Closing, each Shareholder shall surrender the certificate or certificates that immediately prior to the Closing represented the Shares it has sold (the “Certificates”) to the exchange agent designated by the Purchaser in exchange for the Common Stock.
(b) Promptly after the Closing, the Purchaser or its designated exchange agent shall make available to each Shareholder a letter of transmittal and instructions for use in effecting the surrender of Certificates in exchange for the Common Stock. Upon surrender of a Certificate to such exchange agent together with the letter of transmittal, duly executed, the Shareholder shall be entitled to receive in exchange therefore such number of the Common Stock as such Shareholder has the right to receive in respect of the Certificate so surrendered pursuant to the provisions of this Article I.
Mechanics of Exchange. To exercise the exchange right set forth in Section 7(a), the holder shall give written notice to the Corporation (which notice may be given by facsimile transmission) that such holder elects to exercise such right and shall state therein the number of shares to be converted and the name or names in which such holder wishes the payment to be received. Promptly thereafter the holder shall surrender the certificate or certificates representing the shares to be exchanged, duly endorsed, at the office of the Corporation or of any transfer agent for such shares, or at such other place designated by the Corporation. The Corporation shall, immediately upon receipt of such notice, issue and deliver to or upon the order of such holder, against delivery of the certificates representing the shares which have been converted, a check for payment of the cash amount to which such holder shall be entitled, and a certificate representing the shares of Series A Preferred not so exchanged, if any. The Corporation shall effect such payment immediately and shall transmit the check by messenger or overnight delivery service to reach the address designated by such holder within three trading days after the receipt of such notice. Notice of the exercise of exchange rights may be given by a holder at any time of day up to 5:00 p.m. Los Angeles time, and such exercise shall be deemed to have been made immediately prior to the close of business on the date such notice of conversion is given (the "Exchange Date"). The person or persons entitled to receive payment upon such exchange shall be treated for all purposes as the record holder or holders of such shares of Common Stock at the close of business on the Exchange Date.
