Exchange of Interests. (a) Immediately prior to the Closing, the Company shall deposit, or shall cause to be deposited, with Island Stock Transfer (the “Exchange Agent”), for the benefit of the UBID Shareholders certificates in the names of each such UBID Shareholder evidencing the number of Merger Shares to be issued to such UBID Shareholder in accordance with this Article II. As soon as reasonably practicable after the Effective Time, the Company will instruct the Exchange Agent to deliver to each holder of UBID Share a letter of transmittal containing instructions for use in effecting the exchange of UBID Shares for certificates evidencing the relevant number of Merger Shares. No interest shall be paid on the Merger Shares. All Merger Shares issued upon exchange of the UBID Share in accordance with the terms hereof shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to such shares of Company Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (RDE, Inc.), Agreement and Plan of Merger (RDE, Inc.), Agreement and Plan of Merger (Incumaker, Inc.)
Exchange of Interests. (a) Immediately prior to the Closing, the Company shall deposit, or shall cause to be deposited, with Island Stock Transfer Blank Rome LLP (the “Exchange Agent”), for the benefit of the UBID Shareholders AAHP Members certificates in the names of each such UBID Shareholder AAHP Member evidencing the number of Merger Shares to be issued to such UBID Shareholder AAHP Member in accordance with this Article II. As soon as reasonably practicable after the Effective Time, the Company will instruct the Exchange Agent to deliver to each holder of UBID Share Membership Interests of AAHP a letter of transmittal containing instructions for use in effecting the exchange of UBID Shares Membership Interests for certificates evidencing the relevant number of Merger Shares. No interest shall be paid on the Merger Shares. All Merger Shares issued upon exchange of the UBID Share Membership Interests of AAHP in accordance with the terms hereof shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to such shares of Company Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Monarch Investment Properties, Inc.)
