Exchange and Surrender of Certificates. (a) As soon as practicable after the Effective Time, each record holder of certificates previously evidencing Converted Shares will be entitled to receive, and Parent shall cause the Exchange Agent (as defined in Section 2.03(e) below) to issue and pay, as applicable, to each such record holder or to such persons as such holder may request upon surrender of such certificates to the Exchange Agent, (i) a certificate or certificates representing the number of whole shares of Parent Common Stock into which the Converted Shares so surrendered will have been converted as aforesaid, in such denominations and registered in such names as such holder may request, and (ii) the Cash Consideration into which the Converted Shares so surrendered will have been converted. If such holder would otherwise be entitled to fractional shares of Parent Common Stock, such holder will upon surrender of the certificates representing such shares held as aforesaid, be paid an amount in cash in accordance with the provisions of Section 2.03(c). Until so surrendered and exchanged, each certificate previously evidencing Converted Shares will represent solely the right to receive the Merger Consideration and cash in lieu of fractional shares. Unless and until any such certificates will be so surrendered and exchanged, no dividends or other distributions payable to the holders of record of Parent Common Stock as of any time on or after the Effective Time will be paid to the holders of record of Converted Shares; provided, however, that Parent will deposit with the Exchange Agent any such dividends or other distributions payable with respect to the Parent Common Stock represented by any unsurrendered certificates evidencing Converted Shares, and upon any such surrender and exchange of such certificates, Parent will cause the Exchange Agent to pay to the holders of record of Converted Shares (i) the amount, without interest thereon, of dividends and other distributions, if any, with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, if any, with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock.
Exchange and Surrender of Certificates. (a) Each Stockholder shall be entitled to receive, upon surrender to Buyer or its transfer agent of certificates previously evidencing Converted Shares, as soon as practicable after the Closing Date, a certificate representing the Converted Shares so surrendered, registered in the name of such Stockholder. Until so surrendered and exchanged, each certificate previously evidencing Converted Shares shall represent solely the right to receive Buyer Common Stock.
Exchange and Surrender of Certificates. (a) As of the Effective Time, TetriDyn shall deposit, or shall cause to be deposited with Interwest Transfer Company, Inc., 1000 Xxxxxx Xxxxxxx Road, Suite 100, P.X. Xxx 00000, Xxxx Xxxx Xxxx, XX 00000 (the “Exchange Agent”), for the benefit of the holders of shares of OTE Stock for exchange in accordance with this Article II, the certificates representing shares of New TetriDyn Stock issuable in the Merger.
Exchange and Surrender of Certificates. (a) Subject to Section 2.02(h) below, as of the Effective Time, Xxxxx shall deposit, or shall cause to be deposited with American Securities Transfer & Trust, Inc., 00000 Xxxx Xxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 (the "US Exchange Agent") and, if required by regulatory authorities, CIBC Mellon Trust Company (the "Canadian Exchange Agent"; the US Exchange and the Canadian Exchange Agent are collectively referred to herein as the "Exchange Agents"), for the benefit of the holders of Converted Share Certificates, for exchange in accordance with this Article II, the Merger Consideration, together with any dividends, distributions or payments pursuant to Section 2.02(e) with respect thereto (hereinafter referred to as the "Exchange Fund").
Exchange and Surrender of Certificates. (a) Immediately after the Effective Time, 4Health shall deliver to each registered holder of a Converted Share Certificate against delivery by such holder of all of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock a certificate representing that number of whole shares of 4Health Common Stock which such holder has the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate representing the 4Health Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Common Stock into which the Converted Shares represented by such Converted Share Certificate have been converted as provided in this Article II.
Exchange and Surrender of Certificates. (a) As soon as practicable after the Effective Time, each holder of a certificate previously evidencing Company Common Stock will be entitled, upon surrender of such certificate to Telscape or its transfer agent, to receive in exchange for such certificate, a certificate or certificates representing the number of the whole shares of Telscape Common Stock so surrendered have been converted as described in Section 1.3, in such denominations and registered in such names as such holder may request consistent with the provisions of this Agreement. Until so surrendered and exchanged, each certificate previously evidencing Company Common Stock will represent solely the right to receive the whole shares of Telscape Common Stock. Unless and until any such certificates are so surrendered and exchanged, no dividends or other distributions payable to the holders of record of Telscape Common Stock as of any time on or after the Effective Time will be paid to the holders of such certificates previously evidencing Company Common Stock; provided, however, that upon any such surrender and exchange of such certificates, there will be paid to the record holders of the certificates issued and exchanged therefor (i) the amount, without interest, of dividends and other distributions, if any, with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Telscape Common Stock; and (ii) at the appropriate payment date, the amount of dividends or other distributions or payments, if any, with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Telscape Common Stock. Notwithstanding the foregoing, no party to this Agreement (or Telscape's transfer agent) will be liable to any former holder of Company Common Stock for any cash, Telscape Common Stock, or dividends or distributions delivered to a public official pursuant to applicable abandoned property, escheat, or similar law.
Exchange and Surrender of Certificates. (a) Prior to the Effective Time, Xxxxx shall appoint Computershare Trust Company, Inc. or another or additional agent reasonably acceptable to Carpatsky (the "Exchange Agent") for the purpose of exchanging Converted Share Certificates for the Merger Consideration. Xxxxx will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the Converted Shares. Promptly after the Effective Time, Xxxxx will send, or will cause the Exchange Agent to send, to each holder of record at the Effective Time of Carpatsky Common Stock a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Canceled Certificates to the Exchange Agent) in such form as Carpatsky and Xxxxx may reasonably agree, for use in effecting delivery of Converted Share Certificates to the Exchange Agent.
Exchange and Surrender of Certificates. (a) As of the Effective Time, Key shall deposit, or shall cause to be deposited with American Securities Transfer, Inc. (the "Exchange Agent"), for the benefit of the holders of certificates which immediately prior to the Effective Time evidenced shares of Xxxxx Common Stock (the "Xxxxx Certificates"), for exchange in accordance with this Article II, certificates representing the shares of Key Common Stock (such certificates for shares of Key Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 2.01 in exchange for such shares of Xxxxx Common Stock.
Exchange and Surrender of Certificates. (a) Subject to Section 2.04, as soon as practicable after the Effective Time, each holder of a Certificate shall be entitled, upon surrender of the Certificate to USU or its transfer agent (as specified in the letter of transmittal described in Section 2.02(c)), to receive in exchange therefor a certificate or certificates representing the number of whole shares of USU Common Stock that such holder has a right to receive in accordance with Section 2.01(a), certain dividends and other distributions to the extent provided in this Section 2.02(a) and a cash payment in lieu of fractional shares of USU Common Stock, if any, in accordance with Section 2.02(e). Unless and until any such Certificates shall be so surrendered and exchanged, no dividends or other distributions payable to the holders of record of USU Common Stock as of any time subsequent to the Effective Time shall be paid to the holders of such Certificates. Upon the surrender and exchange of such Certificates, however, there shall be paid to the record holders of such Certificates the amount of dividends and other distributions, if any, which as of a record date on or after the Effective Time and prior to such surrender shall have become payable with respect to such whole shares of USU Common Stock. No party hereto (or USU's transfer agent) shall be liable to any former holder of Converted Shares for any cash, USU Common Stock or dividends or other distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar Law.
Exchange and Surrender of Certificates. (a) Each Stockholder shall be entitled to receive, upon surrender to Parent or its transfer agent of certificates previously evidencing Converted Shares, as soon as practicable after the Closing Date, a certificate representing the Converted Shares so surrendered, registered in the name of such Stockholder. Until so surrendered and exchanged, each certificate previously evidencing Converted Shares shall represent solely the right to receive Parent Common Stock.
