Target Certificate definition
Examples of Target Certificate in a sentence
Subject to the effect, if any, of applicable escheat and other laws, following surrender of any Target Certificate, there will be delivered to the person entitled thereto, without interest, the amount of any dividends and distributions therefor paid with respect to Acquirer Common Stock so withheld as of any date subsequent to the Effective Time and prior to such date of delivery.
Until surrendered as contemplated by this Section 2.2, each Target Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a Buyer Certificate as contemplated by this Agreement.
In the event of a transfer of ownership of Target Common Stock which is not registered in the transfer records of Target, a Buyer Certificate representing the proper number of shares of Buyer Common Stock may be issued to a transferee if the Target Certificate representing such Target Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.
All shares of Target Common Stock when converted, will no longer be outstanding and will automatically be canceled and retired, and each holder of a Target Certificate (as defined in Section 3.4(e)) will cease to have any rights with respect thereto, except the right to receive such Merger Consideration.
Target shall take all action in accordance with the federal securities laws, the DGCL and the Target Certificate and the Target By-Laws necessary to duly call, give notice of, convene and hold a special meeting of Target Stockholders (the "Target Stockholders Meeting") to be held on the earliest practicable date determined in consultation with Purchaser to consider and vote upon approval of the Merger, this Agreement and the transactions contemplated hereby.
When authorizing such payment in exchange therefor, the Secretary of Surviving Corporation may, in his discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Target Certificate to give Surviving Corporation such indemnity as he may reasonably direct as protection against any claim that may be made against the Surviving Corporation with respect to the Target Certificate alleged to have been lost, stolen or destroyed.
Until surrendered as contemplated by this Article II, from and after the Effective Time, each Target Certificate shall be deemed to represent only the right to receive the above described consideration for each share of Target Common Stock or Target Preferred Stock formerly represented by such Target Certificate, and shall not evidence any interest in Acquiror or Newco.
Upon surrender of a Target Certificate representing shares of Target Preferred Stock to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Target Certificate shall be entitled to receive in exchange therefor shares of Acquiror Series C Preferred Shares pursuant to the terms of Section 1.03 and the Target Certificate so surrendered shall be cancelled.
No dividends or other distributions declared or made after the Effective Time with respect to Acquiror Series B Preferred Shares or Acquiror Series C Preferred Shares with a record date after the Effective Time shall be paid to the holder of any Target Certificate with respect to the Acquiror Series B Preferred Shares or the Acquiror Series C Preferred Shares represented thereby until the holder of record of such Target Certificate shall surrender such Target Certificate for exchange as provided herein.
Target has heretofore furnished or made available to Purchaser a complete and correct copy of the Target Certificate and the Target By-Laws.