Exchange of Company Stock Sample Clauses

Exchange of Company Stock. (a) Prior to the Effective Time, Parent shall enter into a customary exchange agreement with a nationally recognized financial institution designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”), and shall deposit with the Exchange Agent for the benefit of the holders of shares of Company Stock entitled to receive the Merger Consideration, for exchange in accordance with this Article III, through the Exchange Agent, subject to Section 3.6(b)(ii), book-entry shares (or certificates if requested) representing the full number of whole shares of Parent Stock issuable pursuant to Section 3.2 in exchange for outstanding shares of Company Stock. Parent shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable on such shares of Parent Stock pursuant to Section 3.6(c) which had not theretofore been surrendered for exchange or been exchanged pursuant to Section 3.6(b)(ii) (such shares of Parent Stock and any dividends or other distributions with respect thereto, are hereinafter referred to as the “Exchange Fund”). For the purposes of such deposit, Parent shall assume that there will not be any fractional shares of Parent Stock. Parent shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 3.4. The Exchange Agent shall deliver the Merger Consideration to be issued pursuant to Section 3.2 out of the Exchange Fund. Except as provided in Section 3.6(h), the Exchange Fund shall not be used for any other purpose.
Exchange of Company Stock. (a) Prior to the Effective Time, Parent shall enter into a customary exchange agreement with a nationally recognized bank or trust company designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”). At or immediately following the Effective Time on the Closing Date, Parent shall provide or shall cause to be provided to the Exchange Agent cash in an aggregate amount necessary to pay the aggregate Merger Consideration (the “Exchange Fund”). The Exchange Agent shall deliver the Merger Consideration to be issued pursuant to Section 3.5 out of the Exchange Fund. Except as provided in Section 3.8(g), the Exchange Fund shall not be used for any other purpose.
Exchange of Company Stock. Prior to the Effective Time, Parent and Merger Sub shall appoint a commercial bank or trust company, or a subsidiary thereof, to act as paying and exchange agent hereunder (the “Exchange Agent”). After the Closing, promptly following surrender to the Exchange Agent of a certificate representing share(s) of Company Stock (each, a “Certificate”), together with a duly completed and executed letter of transmittal, substantially in the form of Exhibit D attached hereto (a “Letter of Transmittal”), which Letter of Transmittal shall in any event include confirmation of being bound by indemnification and related obligations and appointment of the Representative in such form and binding on the Securityholder executing the same, the holders of certificates will be entitled to receive the amount payable at the Closing in cash with respect to such share(s) of Company Stock held by such holder as provided in Section 1.02, payable, at the Surviving Company’s option, by check or wire transfer of immediately available funds. At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of Company Stock theretofore outstanding on the records of the Company. From and after the Effective Time, the holders of the shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any shares of Company Stock presented to the Exchange Agent for any reason shall be exchanged for the consideration theretofore payable in respect thereof pursuant to Section 1.02 without any interest thereon, subject to the execution of a duly completed Letter of Transmittal. None of Parent, the Surviving Company or their Affiliates shall be liable to any Securityholder for any amount paid to any public official pursuant to applicable abandoned property, escheat, or similar laws. Any amount remaining unclaimed by Securityholders six (6) months after the Closing Date (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) shall become, to the extent permitted by applicable Law, the property of the Surviving Company free and clear of any claims or interest of any Person previously entitled thereto.
Exchange of Company Stock. (a) Prior to the Effective Time, Parent shall enter into a customary exchange agreement with a nationally recognized bank or trust company designated by Parent and reasonably acceptable to the Company (the “Paying Agent”). Prior to or as of the Effective Time, Parent shall provide or shall cause to be provided (i) to the Paying Agent cash in an aggregate amount necessary to pay the Merger Consideration for all shares of Company Stock, Non-Employee Company Stock Options, Non-Employee Company RSUs and Non-Employee Company Share-Based Awards converted into the right to receive the Merger Consideration in accordance with the terms hereof (such cash, the “Payment Fund”) and (ii) to the Company, cash in an aggregate amount necessary to pay the Merger Consideration for all Employee Company Stock Options, Employee Company RSUs and Employee Company Share-Based Awards. The Paying Agent shall deliver the Merger Consideration to be issued pursuant to Section 2.5 out of the Payment Fund. Except as provided in Section 2.6(g), the Payment Fund shall not be used for any other purpose.
Exchange of Company Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the parties or the holders of shares of the Company Common Stock, each share of Company Common Stock, shall be converted automatically into that number of validly issued, fully paid and non-assessable shares of Surviving Corporation’s Series 1 Preferred Stock, $0.001 par value per share (“Surviving Corp Series 1 Preferred Stock”), obtained by multiplying each such share of Company Common Stock issued and outstanding immediately prior to the Effective Time by 0.3055.
Exchange of Company Stock. Pursuant to Section 490.1107(1)(h) of the IBCA, from and after the Merger Effective Time, until surrendered as contemplated by this Section 7, each Company Certificate and/or Company Book-Entry Shares, shall be deemed to represent only the right to receive upon such surrender, in each case together with a duly executed and properly completed letter of transmittal, cash representing the Merger Consideration that the holder of such Company Certificate and/or Company Book-Entry Share is entitled to receive pursuant to this Plan of Merger. No interest will be paid or will accrue on any such consideration. The payment of the Merger Consideration in accordance with the terms of this Plan of Merger shall be deemed paid in full satisfaction of all rights pertaining to such Company Stock.
Exchange of Company Stock. Subject to Article II, Section 2 hereof, each share of Company Common Stock issued and outstanding at the Effective Time, including all accrued and unpaid dividends thereon, shall be exchanged and converted into the right to receive:
Exchange of Company Stock. (a) Prior to the Closing Date, Acquiom Clearinghouse LLC or, if such firm is unable or unwilling to serve in such capacity, another financial institution reasonably acceptable to the Company and Parent shall be appointed to act as Payments Administrator for the Merger (the "Payments Administrator") pursuant to a Payments Administrator agreement (the "Payments Administrator Agreement"), providing for, among other things, the matters set forth in this Section 1.04. The fees and expenses of the Payments Administrator shall be paid by Parent.
Exchange of Company Stock. Subject to the provisions of Section 2.1(c) hereof, promptly after the Effective Time, the Escrow Agent shall present to Parent for cancellation a certificate or certificates, which immediately prior to the Effective Time represented all of the issued and outstanding shares of Company Common Stock (other than dissenting shares, if any) free and clear of all Liens (as defined in Section 3.2), and Parent shall thereupon deliver to each of the Healix Stockholders, pro rata, in proportion to their ownership of Company Common Stock, in exchange therefor a certificate or certificates representing .740721 shares of Parent Common Stock for each share of Company Common Stock tendered.
Exchange of Company Stock. (a) After the date of this Agreement but prior to the date on which the Information Statement is delivered to the Company Shareholders pursuant to Section 5.08(b), the Parent shall designate, and enter into an agreement with, U.S. Bank National Association or such other bank or trust company reasonably acceptable to the Company to act as an paying agent in the Merger (the “Paying Agent”), which agreement shall provide that the Parent shall deposit with the Paying Agent, for the benefit of holders of Company Stock immediately prior to the Effective Time, (i) as of the Effective Time, cash in an amount equal to the portion of the Closing Cash Payment to which such holders are entitled pursuant to Section 1.02(a) and this Section 1.04, (ii) within two (2) Business Days after the determination of the Final Cash Consideration, cash in an amount equal to the portion of the Additional Merger Consideration to which such holders are entitled pursuant to Section 1.02(a) and this Section 1.04 (it being understood that, for this purpose, Additional Merger Consideration shall be calculated excluding amounts attributable to the Remaining Holdback Amount), and (iii) within two (2) Business Days after the Parent’s receipt of the portion of the Remaining Holdback Amount that the Representative is obligated to deliver to the Parent pursuant to Section 10.01(f), cash in an amount equal to such portion of such amount to which such holders are entitled pursuant to Section 1.02(a) and this Section 1.04.