Examples of Substituted Shares in a sentence
Upon receipt of the proceeds of the sale of Escrowed Shares as described above, together with a certified Form W-9 and such other information as the Escrow Agent may reasonably require, the Escrow Agent shall release such Substituted Shares to the ALP Stockholders Representative on behalf of such ALP Stockholder.
The Stockholder Representative may, at any time or from time to time, substitute some or all of the Escrow Shares held in the Escrow Fund with cash, by delivery to the Escrow Agent (with a copy to Parent) of a notice of its intent to substitute such Escrow Shares (a "Substitution Notice"), and a certified check or wire transfer equal to the value (calculated at the Merger Share Price) of the number of Escrow Shares to be substituted (the "Substituted Shares").
Upon the deposit by such Seller at the Closing of an aggregate amount in cash equal to the Substituted Cash Amount with the Escrow Agent, by wire transfer to the Escrow Account in immediately available funds, free of any costs, fees, set-off, deductions and withholding, Purchaser shall disburse the Substituted Shares to such Seller.
Upon surrender of a stock certificate for cancellation to the Exchange Agent, together with such other documents as the Buyer or the Exchange Agent may reasonably request, the holder of such certificate shall be entitled to receive in exchange therefor the amount reflected on the Payment Spreadsheet as being payable to such holder in respect thereof or, in the case of the holders of Substituted Shares, the Rollover Shares set forth on Schedule 1.3(a)-1.
Weinxxxxx xxxnded the Stock Pledge Agreement pursuant to Amendment No. 1 to Stock Pledge Agreement to substitute the Substituted Shares for the Pledged Shares as security for the Secured Obligations as provided therein.
Such written notice shall describe the election, including the number of shares of Purchaser Common Stock (the “Substituted Shares”) to be distributed to such Seller in exchange for cash in an amount equal to the Substituted Shares multiplied by the Average Purchaser Closing Price (the “Substituted Cash Amount”).
Not less than three nor more than five Business Days prior to the Closing, the Buyer shall have the right, in its sole discretion, upon written notice to the Seller, to elect to reduce the number of Shares otherwise deliverable by the Buyer at the Closing and in lieu of such number of Shares not being delivered (such number of shares not being delivered hereunder referred to as the "Substituted Shares") pay cash to the Seller at the Closing (the "Cash Substitution Right").
From and after such substitution, the Released Shares shall be deemed to be Excluded Shares for all purposes hereunder, and the Substituted Shares shall be deemed to be Shares for all purposes hereunder.
Upon receipt of such amount of cash in respect of such Substituted Shares, together with a certified form W-9 and such other information as the Escrow Agent may reasonably require, the Escrow Agent shall release such Substituted Shares to the MediQual Stockholders Representative on behalf of such MediQual Stockholder.
The Company agrees that, upon receipt of prior written notice from the Specified Stockholder, the Company shall cause such specified number of Shares as is designated in such notice (such specified number of Shares, "Released Shares") to be substituted for an equal number of Excluded Shares that were acquired by the Specified Stockholder upon the exercise of New Parent Warrants (such equal number of Excluded Shares, "Substituted Shares").