Exchange of CG Stock Sample Clauses

Exchange of CG Stock. Immediately after the Effective Time at the Closing, the holders of CG Common Stock shall present to the Parent for cancellation a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of CG Common Stock (the "Certificates") that were converted pursuant to Section 2.1 into the right to receive shares of Parent Common Stock prior to the Closing Date, and the Parent shall thereupon deliver to such holder in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II and (y) cash in lieu of any fractional shares of Parent Common Stock to which such Stockholder is entitled pursuant to Section 2.3, after giving effect to any required tax withholdings on such cash payment for fractional shares. The shares of Parent Common Stock shall be deemed to have been issued at the Effective Time.