Status of Certificates Sample Clauses

Status of Certificates. Until surrendered in accordance with the provisions of this Section 1.2.6, from and after the Effective Time, each MGI Certificate (other than (i) MGI Certificates representing shares of MGI Common Stock held in the treasury of the Surviving Corporation and (ii) Dissenting Shares in respect of which appraisal rights are perfected) shall represent for all purposes only the right to receive such number of LLC Units as determined in the manner set forth in this Agreement and shall not itself represent an equity interest in the Parent, which shall be represented only by LLC Unitx.
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Status of Certificates. Until surrendered in accordance ---------------------- with the provisions of this Section 1.7, from and after the Effective Time, each Certificate (other than Certificates representing former shares of Common Stock held in the treasury of the Surviving Corporation or by any Subsidiary of the Surviving Corporation) shall represent for all purposes only the right to receive a portion of the Merger Consideration as determined and paid in the manner set forth in this Agreement.
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Status of Certificates. At and after the Effective ---------------------- Time, each outstanding certificate which previously represented shares of Company Common Stock (except any Dissenting Shares, which Dissenting Shares will evidence only the rights specified in Section 1.4 hereof, and as set forth in Section 1.3(a)(ii) hereof), shall until surrendered for exchange pursuant to this Article I be deemed for all purposes to evidence only the right to receive cash in accordance with the provisions of this Agreement and shall not be deemed to confer upon the holder thereof any voting, dividend or other rights of a shareholder of the Surviving Corporation. After the Effective Time, there shall be no further registration or transfer on the records of the Surviving Corporation of shares of Company Common Stock (except the shares of common stock of the Surviving Corporation issued pursuant to Section 1.3(b) hereof), and if a certificate formerly representing such shares is presented to NewSouth, it shall be forwarded to the Exchange Agent for cancellation and exchange for the Merger Consideration.
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Status of Certificates. At and after the Effective ---------------------- Time, until surrendered as provided in this Section 1.6 hereof, each outstanding certificate which, prior to the Effective Time, represented Company Common Stock (other than shares cancelled at the Effective Time pursuant to Section 1.3(a)(ii) hereof and except any Objecting Shares, which Objecting Shares will evidence only the rights specified in Section 1.4 hereof) will be deemed for all corporate purposes to evidence ownership of the number of whole shares of Preferred Stock into which the shares of Company Common Stock formerly represented thereby were converted and the right to receive cash payable for the Cash Consideration and in lieu of any fractional interest and shall not be deemed to confer upon the holder thereof any voting, dividend or other rights of a shareholder of the Surviving Corporation. However, until such outstanding certificates formerly representing Company Common Stock are so surrendered or the procedures in Section 1.6(f) are complied with, no dividend or distribution payable to holders of record of Preferred Stock shall be paid to any holder of such outstanding certificates, but upon surrender of such outstanding certificates by such holder there shall be paid to such holder any dividends, without interest, theretofore paid with respect to such whole share of Preferred Stock, but not paid to such holder, and the amount of any cash, without interest, payable to such holder for the Cash Consideration and in lieu of a fractional share pursuant to Section 1.7 hereof. After the Effective Time, there shall be no further registration or transfer on the records of the Surviving Corporation of shares of Company Common Stock (except the shares of common stock of the Surviving Corporation issued pursuant to Section 1.3(b) hereof), and if a certificate formerly representing such shares is presented to Patapsco, it shall be forwarded to the Exchange Agent for cancellation and exchange for the Merger Consideration.
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Status of Certificates. At and after the Effective Time, each outstanding certificate which previously represented shares of Sterling Common Stock (except any Dissenting Shares, which Dissenting Shares shall evidence only the rights specified in Section 3.3(D)) shall be deemed to evidence only the right to receive cash in accordance with the provisions of this Section 3.3 and shall not be deemed to confer upon the holder thereof any voting, dividend or other rights of a stockholder of Xxxxx-Xxxxx, Xxxxxxxx, the Continuing Corporation, or the Continuing Bank. No interest on any amount payable to any former holder of Sterling Common Stock shall accrue or be paid to such holder for the period following the Effective Time.
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Status of Certificates 
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Related to Status of Certificates

  • Loss of Certificates In case of the alleged loss or destruction or the mutilation of a share certificate, a duplicate certificate may be issued in place thereof, upon such terms as the Trustees shall prescribe.

  • Effect of Certificates Any certificate signed by any officer of the Company and delivered to you or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

  • Designation of Certificates Designation of Startup Day and Latest Possible Maturity Date................................ Section 2.06 Optional Substitution of Mortgage Loans...........................

  • Replacement of Certificates If (i) any Certificate is mutilated and is surrendered to the Trustee or any Authenticating Agent or (ii) the Trustee or any Authenticating Agent receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or the Authenticating Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Depositor and any Authenticating Agent that such destroyed, lost or stolen Certificate has been acquired by a bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Certificate Principal Amount. Upon the issuance of any new Certificate under this Section 3.05, the Trustee and Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or the Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 3.05 shall constitute complete and indefeasible evidence of ownership in the applicable Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

  • Sale of Certificates At 11:00 a.m. New York City time on the Startup Day, at the offices of XxXxx Xxxxxx llp, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other location acceptable to the Seller), the Seller and the Conduit Seller will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Depositor and the Depositor will convey the Home Equity Loans and the money, instruments and other property related thereto to the Trustee and the Trustee will deliver (i) to the Underwriters (as designee of the Depositor), the Offered Certificates with an aggregate Percentage Interest in each Class equal to 100% registered in the name of Cede & Co. or in such other names as the Underwriters shall direct, against payment to the Depositor of the purchase price thereof by wire transfer of immediately available funds to the Trustee as designee of the Depositor and (ii) to the respective registered owners thereof (as designees of the Depositor, the Seller and the Conduit Seller), Class R Certificates registered in the name of CHEC Residual, LLC, a Delaware limited liability company, and the Class X-IO Certificates, registered in the name of CHEC Residual, LLC, a Delaware limited liability company (all such events shall be referred to herein as the “Closing”). END OF ARTICLE IV

  • Execution of Certificates The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Trustee's Mortgage Files relating thereto to it and, concurrently with such delivery, has executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Mortgage Loans, the Trustee's Mortgage Files and the other assets included in the definition of Trust Fund, Certificates duly authenticated by the Trustee in Authorized Denominations evidencing the entire ownership of the Trust Fund.

  • Legending of Certificates Each Certificate shall bear a legend in substantially the following form, unless the Depositor determines otherwise in accordance with applicable law: THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR "BLUE SKY" LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. IT AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY ACCOUNTS FOR WHICH IT IS ACTING AS AGENT, THAT SUCH CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR TRANSFERRED ONLY (A) SO LONG AS THE CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, SUCH TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A QIB ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO WHOM NOTICE IS GIVEN THAT THE RESALE, ASSIGNMENT, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (C) SUCH RESALE, ASSIGNMENT, PLEDGE OR OTHER TRANSFER IS MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER SECURITIES OR "BLUE SKY" LAWS, IN WHICH CASE THE OWNER TRUSTEE SHALL REQUIRE (I) THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND (II) A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE OWNER TRUSTEE OR THE DEPOSITOR) SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR JURISDICTION. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE CERTIFICATE FOR ALL PURPOSES.

  • Retention of Certificates Any certificates representing unvested Shares shall be held by the Company. If unvested Shares are held in book entry form, the undersigned agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions hereof.

  • Custody of Certificates Custody of stock certificates evidencing the shares of Restricted Stock shall be retained by the Company. The Company shall deliver to Participant the stock certificates evidencing the shares of Restricted Stock that Vest.

  • Transfer of Certificates In the event any Certificateholder shall wish to transfer such Certificate, the Depositor shall provide to such Certificateholder and any prospective transferee designated by such Certificateholder information regarding the Certificates and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the Securities Act, pursuant to the exemption from registration provided by Rule 144A.

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