COMMON STOCK EXCHANGE Sample Clauses

COMMON STOCK EXCHANGE. Section 12.01. Merger Agreement Amendment.....................................................34 Section 12.02. Transfer Exchange..............................................................34 Section 12.03. Supplemental Exchange..........................................................35 Section 12.04. Limitations On Common Stock Exchange Rights....................................36 Section 12.05. Common Stock Exchange Notice...................................................36 Section 12.06. Third Party Transferee Exchange................................................37 Section 12.07. Common Stock Exchange Procedures...............................................37 Section 12.08. Common Stock Exchange Closing..................................................39 Section 12.09.
Sample 1
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COMMON STOCK EXCHANGE. (a) The Purchaser shall, or shall cause a paying agent mutually appointed by the Purchaser and the Stockholder Representative to, effect the exchange of cash for shares of Common Stock which are entitled to payment pursuant to Section 1.02. On the Closing Date, the Purchaser shall pay each Stockholder who has previously surrendered his, her or its Common Stock pursuant to a duly executed and delivered letter of transmittal, substantially in the form of Exhibit B attached hereto (each, a "Letter of Transmittal"), and has complied with all other material requirements set forth in the instructions thereto the amount of cash to which each such Stockholder is entitled under Section 1.02. Surrendered shares of Common Stock shall forthwith be canceled. Until so surrendered and exchanged, each such share of Common Stock shall represent solely the right to receive the Allocable Portion of the Closing Merger Consideration into which it was converted pursuant to Section 1.02. Notwithstanding the foregoing, if any certificate representing such share of Common Stock shall have been lost, stolen or destroyed, then, upon the making of an affidavit of such fact and executing an indemnity agreement in a form reasonably acceptable to the Purchaser or the paying agent by the Person claiming such certificate to be lost, stolen or destroyed, the Purchaser or paying agent, as applicable, shall issue, in exchange for such lost, stolen or destroyed certificate, the Allocable Portion of the Closing Merger Consideration to be paid in respect of the shares of Common Stock represented by such certificate, as contemplated by this Article I. In order to effectuate the payment of the Closing Merger Consideration pursuant to this Agreement, the Stockholder Representative shall deliver the Stockholders Schedule, certified by the Stockholder Representative and dated as of the Closing Date, which shall designate for each Stockholder the amount of each Stockholder's Allocable Portion of the Closing Merger Consideration less such Stockholder's portion of the Representative Holdback Amount as well as the respective account and payment information of such Stockholder.
Sample 1

Related to COMMON STOCK EXCHANGE

  • Nasdaq Stock Market The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on The Nasdaq Stock Market (the “Nasdaq”), and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.

  • New York Stock Exchange Listing Application has been made, and the Securities shall have been listed and admitted and authorized for trading, subject to official notice of issuance, on the New York Stock Exchange so that trading on such exchange will begin within 30 days after the date of this Agreement.

  • New York Stock Exchange The Securities shall be duly listed, subject to notice of issuance, on the New York Stock Exchange, satisfactory evidence of which shall have been provided to the Representative.

  • Nasdaq Until the consummation of a Business Combination, the Company will use its best efforts to maintain the listing of the Public Securities on Nasdaq or a national securities exchange acceptable to the Representative.

  • Stock Exchange Delisting Prior to the Closing Date, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the New York Stock Exchange to enable the delisting by the Surviving Corporation of the Shares from the New York Stock Exchange as promptly as practicable after the Effective Time and the deregistration of the Shares under the Exchange Act at the Effective Time.

  • Stock Exchange Listing The shares of Common Stock have been approved for listing on the NASDAQ Capital Market (the “Exchange”), and the Company has taken no action designed to, or likely to have the effect of, delisting the shares of Common Stock from the Exchange, nor has the Company received any notification that the Exchange is contemplating terminating such listing except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • The Nasdaq Global Market By the Effective Date, the Securities shall have been approved for trading on the Nasdaq Global Market.

  • Stock Exchange De-listing Prior to the Closing Date, the Company shall cooperate with Parent and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the NYSE to enable the delisting by the Surviving Corporation of the Shares from the NYSE and the deregistration of the Shares under the Exchange Act as promptly as practicable after the Effective Time.

  • Stock Exchange Listings Parent shall use all reasonable efforts to list on the NYSE, upon official notice of issuance, the Paired Shares to be issued in connection with the Merger.

  • Stock Exchange Delisting; Deregistration Prior to the Closing Date, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of NASDAQ to enable the delisting by the Surviving Corporation of the Shares from NASDAQ and the deregistration of the Shares under the Exchange Act as promptly as practicable after the Effective Time.

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