Exchange and Payment Procedures Sample Clauses

Exchange and Payment Procedures. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to another agent or agents as may be appointed by Buyer for that purpose, together with a letter of transmittal, duly executed, the holder of the Company Certificate (other than a Company Certificate representing Dissenting Shares) shall be entitled to receive in exchange therefor (x) a certificate representing that number of shares of Buyer Common Stock ("BUYER SHARES") into which the shares of the Company Common Stock previously represented by the Company Certificate are converted in accordance with Section 2.01 and, if applicable, after giving effect to the Adjustment Amount (defined in Section 9.01(f)), (y) cash to which that holder is entitled in accordance with Section 2.01 (subject to Section 2.02(e)) and, if applicable, after giving effect to the Adjustment Amount and (z) any cash in lieu of fractional Buyer Shares which that holder has the right to receive pursuant to Section 2.02(e) (the shares of Buyer Common Stock and cash described in clauses (x), (y) and (z) above being referred to collectively as the "AGGREGATE CONSIDERATION"). In the event the Aggregate Consideration is to be delivered to any person who is not the person in whose name the Company Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Aggregate Consideration may be delivered to a transferee if the Company Certificate is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect that transfer and by evidence reasonably satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Company Certificate (other than a Company Certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.01(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the Aggregate Consideration contemplated by this Section 2.02. No interest will be paid or will accrue on any cash payable to holders of the Company Certificates pursuant to provisions of this Article II.

Exchange and Payment Procedures. 99 Treatment of ▇▇▇▇▇▇▇ Equity Awards 100 Withholding 100 Representations and Warranties 100 Definition of Material Adverse Effect 102 Conduct of Business Pending the Merger 103 No Solicitation of Alternative Proposals 107 Era Stockholder Meeting 110 ▇▇▇▇▇▇▇ Written Consent 111 Efforts to Consummate the Merger 111 Indemnification and Insurance 112 Employee Matters 112 Governance Matters Following the Merger 113 Other Covenants and Agreements 113 THE VOTING AGREEMENTS RELATING TO THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119 PRICE RANGE OF COMMON STOCK AND DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122 UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123 ERA DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. . . . . . . . . . . . . . . . . . 141 ERA AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255 EXECUTIVE COMPENSATION OF THE COMBINED COMPANY OFFICERS. . . . . . . . . . . . . . . . . . . . . 142 INFORMATION ABOUT THE COMPANIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143 MANAGEMENT’S DISCUSSION AND ANALYSIS OF ▇▇▇▇▇▇▇’▇ FINANCIAL CONDITION AND ERA QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . . . . . . . . . . . . 220 ▇▇▇▇▇▇▇ QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . . . . . . . 220 DESCRIPTION OF ERA CAPITAL STOCK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 224 COMPARISON OF STOCKHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227 APPRAISAL RIGHTS OF ▇▇▇▇▇▇▇ STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239 MATTERS TO BE SUBMITTED TO A VOTE OF ERA STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . 244 ▇▇▇▇▇▇▇ SOLICITATION OF WRITTEN CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257 ▇▇▇▇▇▇▇ PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 260 PRINCIPAL STOCKHOLDERS OF ▇▇▇▇▇▇▇ . . . . . . . . . . . . . . . . . . . . . . ...

Exchange and Payment Procedures. At or prior to the Effective Time, Parent will appoint a reputable bank or trust company (the “Paying Agent”) to deliver or cause to be delivered to each holder of Shares the Merger Consideration that such holder is entitled to receive pursuant to the Merger Agreement. At or prior to the Effective Time, Parent will deposit, or cause to be deposited, with the Paying Agent cash in immediately available funds in an amount sufficient for the Paying Agent to distribute the Merger Consideration to which the holders of Shares are entitled at the Effective Time pursuant to the Merger Agreement. As soon as practicable (but no later than the third Business Day) after the Effective Time, the Surviving Corporation will cause the Paying Agent to mail to each person that was, immediately prior to the Effective Time, a holder of record of Shares represented by a certificate, which shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to the Merger Agreement, a letter of transmittal together with instructions for effecting the surrender of the certificates in exchange for payment of the Merger Consideration. Upon receipt of (i) in the case of Shares represented by a stock certificate, a surrendered certificate or certificates (or affidavit of loss) in respect of such shares together with the signed letter of transmittal and such other documents as may be reasonably required pursuant to such instructions, or (ii) in the Common Stock held in book-entry form (other than shares held through The Depository Trust Company) the receipt of the signed letter of transmittal (or such other evidence of transfer or surrender as the Paying Agent may reasonably request), the holder of Shares will be entitled to receive the Offer Price(without interest and after giving effect to any required tax withholdings) in exchange therefor and such certificates or book-entry shares shall be cancelled. As promptly as practicable after the Effective Time, Parent will cause the Paying Agent to pay and deliver to The Depository Trust Company or its nominee, in respect of each book-entry share held through The Depository Trust Company, the Common Offer Price (without interest, and after giving effect to any required tax withholdings) to which holders of such book-entry shares are entitled under the Merger Agreement, and such book-entry shares of such holder shall be cancelled. At the Effective Time, the stock transfer books of Science 37 will be closed a...

Exchange and Payment Procedures. As soon as practicable after the Effective Time or, if Tribune determines appropriate, together with or as part of the Election Form, Tribune shall cause the Paying Agent to mail to each holder of record as of the Effective Time of a Company Common Certificate representing Company Common Shares that have been converted pursuant to Section 3.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Common Certificates shall pass, only upon actual delivery of the Company Common Certificates to the Paying Agent) and (ii) instructions for effecting the surrender of the Company Common Certificates and receiving the Common Merger Consideration which such holder shall be entitled therefor pursuant to Section 3.1. Upon surrender of a Company Common Certificate to the Paying Agent for cancellation, together with a duly executed letter of transmittal and such other documents as the Paying Agent may require, the holder of such Company Common Certificate shall be entitled to receive in exchange therefor, as soon as practicable after the Effective Time, (A) a certificate representing that number of Tribune Common Shares into which the Company Common Shares previously represented by such Company Common Certificate have been converted in accordance with Section 3.1, (B) the cash to which such holder is entitled in accordance with Section 3.1 and (C) the cash in lieu of fractional Tribune Common Shares to which such holder has the right to receive pursuant to Section 3.2(d) (the Tribune Common Shares and cash described in clauses (A), (B) and (C) above being referred to collectively as the "Common Merger Consideration"). In the event the Common Merger Consideration is to be delivered to any Person who is not the Person in whose name the Company Common Certificate surrendered in exchange therefor is registered in the transfer records of Company, the Common Merger Consideration may be delivered to a transferee if the Company Common Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.2, each Company Common Certificate (other than a Company Common Certificate representing Company Common Shares to be canceled in accordance with Section 3.1(a)) shall be deemed at any time after the Effec...

Exchange and Payment Procedures. As soon as reasonably practicable ------------------------------- after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash payable in respect of the shares formerly represented by such Certificate pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the share transfer books of the Company, the proper amount of cash may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange and Payment Procedures. As soon as practicable after the Election Deadline, Parent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit a Form of Election or who did not submit a Certificate or Certificates to the Exchange Agent with such holder's properly submitted Form of Election: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IV. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock into which the Shares previously represented by such Certificate are converted in accordance with this Article IV, (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d). In the event the Merger Consideration and

Exchange and Payment Procedures. (i) As soon as reasonably practicable after the Merger, FirstEnergy shall cause the Exchange Agent to mail to each holder of record as of the Effective Time of one or more GPU Certificates in respect of which the holder failed to return a properly completed Form of Election, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the GPU Certificates shall pass, only upon delivery of the GPU Certificates to the Exchange Agent) and (B) instructions for effecting the surrender of the GPU Certificates and receiving the Aggregate Consideration (as defined below) to which such holder shall be entitled pursuant to Section 2.01. (ii) Upon surrender of a GPU Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by FirstEnergy for such purpose, together with such letter of transmittal, duly executed, the holder of such GPU Certificate shall be entitled to receive in exchange therefor (x) a certificate representing

Exchange and Payment Procedures. Each holder of Company Shares shall deliver to Parent certificates evidencing such holder’s ownership of Company Shares (the “Certificates”) accompanied by stock powers endorsed in blank and such other documentation as may be reasonably requested by Parent to effectuate the cancellation of such Certificates and evidence such Shareholder’s right to the Certificate. Subject only to the receipt of Certificates from holders of Company Shares and any other documentation that Parent may reasonably request, Parent shall cause the Merger Consideration to be distributed to the Shareholders in accordance with this Section 1. Notwithstanding anything in this Agreement to the contrary, Parent may offset any amounts owed to it by any Shareholder from payments of the Merger Consideration. Until surrendered as contemplated by this Section 1.12, each Certificate shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration. If any portion of the Merger Consideration is to be paid to a Person (as defined in Section 2.14(a)) other than the registered holder of the Certificate, it shall be a condition to payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting payment shall pay to Parent any transfer or other taxes required as a result of payment to a Person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the tax has been paid or is not payable.

Exchange and Payment Procedures. On the Closing Date, ADES shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of Arq Shareholders, certificates or, at ADES’ option, evidence of shares in book-entry form, representing the aggregate Arq Transaction Consideration. All shares deposited with the Exchange Agent pursuant to the preceding sentence shall hereinafter be referred to as the “Arq Exchange Fund”.