Exchange Rules. Promptly after the Effective Time, FNB shall cause the Exchange Agent to mail to each holder of record of one or more shares of Granite Stock as of immediately prior to the Effective Time: (i) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the shares of Granite Stock shall pass, only upon delivery of the corresponding Certificates to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares, which letter shall be in customary form and have such other provisions as FNB may reasonably specify, and (ii) instructions for effecting the surrender of such Certificates or Book Entry Shares in exchange for the Merger Consideration. Each holder of shares of Granite Stock that have been converted into a right to receive the Merger Consideration, upon surrender of a Certificate or Book Entry Shares to the Exchange Agent together with such Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, will be entitled to receive in exchange therefor (i) one or more shares of FNB Common Stock which shall be in uncertificated book-entry form unless a physical certificate is requested and which shall represent, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 3.01(a)(i) (after taking into account all shares of Granite Stock then held by such holder) and (ii) a check in the amount equal to any cash that such holder has the right to receive pursuant to this ARTICLE III, consisting of any dividends and other distributions pursuant to Section 3.03(c). No interest will be paid or will accrue on any cash payable pursuant to Section 3.03(c). In the event of a transfer of ownership of Granite Stock that is not registered in the transfer records of Granite, one or more shares of FNB Common Stock evidencing, in the aggregate, the proper number of shares of FNB Common Stock and a check in the proper amount of any cash with respect to any dividends or other distributions to which such holder is entitled pursuant to Section 3.03(c) may be issued with respect to such Granite Stock, as the case may be, to such a transferee if the Certificate representing such shares of Granite Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect su...
Exchange Rules. Except as described in the General Disclosure Package or the Prospectus, the Company is, and after giving effect to the sale of Shares will be, in compliance in all material respects with all applicable corporate governance requirements set forth in the Nasdaq Continued Listing Guide. No approval of stockholders of the Company under the rules and regulations of the Nasdaq Global Market is required for the Selling Stockholders to deliver the Shares to the Underwriters.
Exchange Rules. The Board, acting in accordance with the terms of this Agreement and the Exchange Rules, shall be vested with all powers necessary for the governance of the Company as an “exchange” within the meaning of the Exchange Act. To promote and enforce just and equitable principles of trade and business, to maintain high standards of commercial honor and integrity among Exchange Members, to collaborate with governmental and other agencies in the promotion of fair practices and the elimination of fraud, and in general to carry out the purposes of the Company and of the Exchange Act, the Board is hereby authorized to adopt such rules and such amendments thereto as it may, from time to time, deem necessary or appropriate. If any such rules or amendments thereto are approved by the SEC or otherwise become effective as provided in the Exchange Act, they shall become operative Exchange Rules as of the date of SEC approval or effectiveness under the Exchange Act unless a later operative date is declared by the Company. The Board is hereby authorized, subject to the provisions of this Agreement and the Exchange Act, to administer, enforce, interpret, issue exemptions from, suspend, or cancel any Exchange Rules adopted hereunder.
Exchange Rules. Except as described in the General Disclosure Package or the Prospectus, the Company is, and after giving effect to the sale of Shares to the Underwriter will be, in compliance in all material respects with all applicable corporate governance requirements set forth in the rules and regulations of The Nasdaq Capital Market (“Nasdaq”). No approval of shareholders of the Company under the rules and regulations of Nasdaq is required for the Selling Shareholders to deliver the Shares to the Underwriter.
Exchange Rules. All transactions handled by Xxxxxxxx and Associates on Customer’s behalf shall be subject to the constitution, regulations, customs and interpretations of each exchange or market (and it’s clearing house, if any), on which the rates are executed, and to all applicable international governmental regulations. Xxxxxxxx and Associates shall not be liable to Customer as a result of any action taken by Xxxxxxxx and Associates to comply with such rules.
Exchange Rules. All transactions handled by Belmont & Goldwyn, on behalf of the customer shall be subject to the constitution, regulations, customs and interpretations of each financial exchange or market (along with its clearing house, if any) on which the rates are executed and to all international governmental regulations, Belmont & Goldwyn., shall not be liable to the Customer for any action taken in order to comply with such rules.
Exchange Rules. The parties agree to exchange a maximum number of ______ students per academic year. The duration of the exchange will be agreed time by time according to common needs. The Home institution will be responsible for screening and selecting students. Students must be fluent in the language of the Host institution country to be admitted to the exchange. If the languages are not very common, the relevant language shall be English. Exchange students will be subject to the academic rules and discipline of the Host institution. The Host institution will assist the students when possible but is not obliged to provide housing or financial assistance. Exchange students shall be responsible for obtaining their own visas and completing the required immigration formalities. STUDENT ENROLMENT, ATTENDANCE AND ASSESSMENT Exchange students will be allowed to enrol at the Host institution in any course of the Faculty/Department/School of______________ and of the_________ for which they are qualified, subject to admission requirements, timetables and ability rules of the Host institution. Students will obtain credits for courses in accordance with the regulations of the home institution. The Host institution will issue official transcripts of the credits obtained. FEES AND SUBSIDIARY EXPENSES Exchange students will be enrolled in both institutions, but they will pay tuition and other fees only at their Home institution. Unless otherwise agreed, they will pay other personal expenses incurred at the Host institution, including visas, travel, accommodation and meals. HEALTH INSURANCE All exchange students will be required to arrange adequate health insurance for the duration of the exchange.
Exchange Rules. Member hereby agrees that it has been provided with a copy of current Exchange Rules of the Information Trust Exchange Governing Association and that it will abide by such rules.
Exchange Rules. The Shares have been approved to be listed on The Nasdaq Capital Market (“Nasdaq”), subject to official notice of issuance. Except as described in the General Disclosure Package or the Prospectus, the Company is, and after giving effect to the sale of Shares to the Underwriters will be, in compliance in all material respects with all applicable corporate governance requirements set forth in the rules and regulations of Nasdaq.
Exchange Rules. In the event applicable rules of any stock exchange, market or quotation system on which the Common Stock is then listed or proposed to be listed requires a stockholder vote to approve the issuance of the Warrants, the Joint Venture, or the transactions contemplated thereby or by this Agreement, the Company will use commercially reasonable efforts to obtain any requisite stockholder vote, and, notwithstanding Section 1 above, the Investors shall vote any Shares they then hold in favor of such transactions as needed or helpful. In the event requisite stockholder vote is not timely obtained, WPP and the Company shall work in good faith to restructure the contemplated transactions to provide similar economic value to the parties in compliance with all such laws, rules and regulations. WPP shall take no action to prevent the Company from listing its Shares on any stock exchange, market or quotation system (but rather shall take any and all actions customary of a major stockholder that may be requested by the Company from time to time to facilitate such listing, including completion of customary questionnaires, voting to support reasonable and customary corporate structuring and similar actions).
