Exchange Procedures; Distributions with Respect to Unexchanged Shares; Stock Transfer Books. (a) As of the Effective Time, Lucent shall deposit with the Exchange Agent for the benefit of the holders of shares of Company Capital Stock, certificates representing shares of the Lucent Common Stock to be issued pursuant to Section 1.5(c) in exchange for the shares of Company Capital Stock less the number of shares of Lucent Common Stock to be deposited in the Escrow Fund pursuant to Section 8.1. Such shares of Lucent Common Stock, together with any dividends or distributions with respect thereto pursuant to Sections 1.8 and 1.9(c), are referred to herein as the "Exchange Fund".
Exchange Procedures; Distributions with Respect to Unexchanged Shares; Stock Transfer Books. (a) As soon as practicable after the Effective Time, Acquired Corp shall send to each Person who shall have been, at the Effective Time, a holder of record of certificates which represented outstanding Acquired Corp Capital Stock (the "Certificates") and who is a Requesting Holder, which shares were converted into the right to receive Parent Common Stock pursuant to Section 1.5(c), a letter of transmittal which shall specify that the contemplated transaction between the parties hereto has occurred and that the Requesting Holder is entitled to shares of Parent Common Stock. Such letter shall also contain instructions for use in obtaining the certificates representing the Parent Common Stock. Upon providing Parent with such letter of transmittal duly executed and such other documents as Parent may reasonably require, such Requesting Holder shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock into which the applicable portion of Acquired Corp Capital Stock shall have been converted at the Effective Time. Until Parent receives the documents and information as contemplated by this Section 1.9(a), each Acquired Corp Shareholder shall be deemed to have only the right to receive the number of shares of Parent Common Stock into which their Acquired Corp Capital Stock shall have been converted.
Exchange Procedures; Distributions with Respect to Unexchanged Shares; Stock Transfer Books. As of the Effective Time, Parent shall deposit with the Exchange Agent for the benefit of the holders of shares of Mind Solutions Common Stock, certificates representing the shares of the Parent Common Stock to be issued pursuant to Section 3.1(c) in exchange for the shares of Mind Solutions Common Stock. As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to send to each Person who was, at the Effective Time, a holder of record of certificates which represented outstanding Mind Solutions Common Stock (the “Certificates”) which shares were converted into the right to receive Parent Common Stock pursuant to Section 3.1, a letter of transmittal which (i) shall specify that delivery shall be effected and risk of loss and title to such Certificates shall pass, only upon actual delivery thereof to the Exchange Agent and (ii) shall contain instructions for use in effecting the surrender of the Certificates. Upon surrender to the Exchange Agent of Certificates for cancellation, together with such letter of transmittal duly executed, such holder shall be entitled to receive in exchange therefor (A) a certificate representing the number of whole shares of Parent Common Stock into which the Mind Solutions Common Stock represented by the surrendered Certificate shall have been converted at the Effective Time and (B) certain dividends and distributions in accordance with Section 3.4(c), and the Certificates so surrendered shall then be canceled. Subject to Section 3.4(c) and Section 3.5, until surrendered as contemplated by this Section 3.4(b), each Certificate, from and after the Effective Time, shall be deemed to represent only the right to receive, upon such surrender, the number of shares of Parent Common Stock into which such Mind Solutions Common Stock shall have been converted. No dividend or other distribution declared or made after the Effective Time with respect to the Parent Common Stock with a record date after the Effective Time shall be paid to any holder entitled by reason of the Merger to receive certificates representing Parent Common Stock until such holder shall have surrendered its Certificates pursuant to this Section 3.4. Subject to applicable law, following surrender of any such Certificate, such holder shall be paid, in each case, without interest, (i) the amount of any dividends or other distributions theretofore paid with respect to the shares of Parent Common Stock represented by the certificate received by...
Exchange Procedures; Distributions with Respect to Unexchanged Shares; Stock Transfer Books. 2.11.1 As of the Effective Time, RMLX shall deliver to its transfer agent a letter providing the transfer agent with all information reasonably required to enable the transfer agent, upon RMLX' receipt of the letters of transmittal described below, to issue stock certificates to the former stockholders of SuiteSpeed. RMLX shall be entitled to place such legends on such certificates as RMLX shall determine to be appropriate.
Exchange Procedures; Distributions with Respect to Unexchanged Shares; Stock Transfer Books. (a) As of the Effective Time, Ciena shall deposit with the Exchange Agent for the benefit of the holders of shares of Company Capital Stock, the Aggregate Merger Consideration to be issued pursuant to Section 1.5(c) in exchange for the shares of Company Capital Stock less the Escrow Amount and the Reimbursement Amount, together with cash in an amount sufficient to permit the payment of cash in lieu of fractional shares pursuant to Section 1.9. (Such deposit, together with any dividends or distributions with respect thereto pursuant to Sections 1.8(c) and 1.9, are referred to herein as the “Exchange Fund”).
Exchange Procedures; Distributions with Respect to Unexchanged Shares; Stock Transfer Books. (a) As of the Effective Time, Silverline shall deposit with the Exchange
Exchange Procedures; Distributions with Respect to Unexchanged Shares; Stock Transfer Books. (a) Shares of the Parent Capital Stock shall not be certificated shares unless requested to be certificated thereof in writing by any Diomed Stockholder.
Exchange Procedures; Distributions with Respect to Unexchanged Shares; Stock Transfer Books. (a) As of the Effective Time, Buyer shall deposit with the Paying Agent for the benefit of the holders of shares of Capital Stock, cash in an amount sufficient to permit the payment of the Aggregate Merger Consideration into which shares of Capital Stock are converted (other than Dissenting Shares) less the amount to be deposited with the Escrow Agent pursuant to Section 2.10(a) (such amount deposited with the Paying Agent is referred to as the “Payment Fund”).
Exchange Procedures; Distributions with Respect to Unexchanged Shares; Stock Transfer Books. (a) As of the Effective Time, Agere shall deposit with the Exchange Agent certificates representing the aggregate number of Agere Shares to be issued pursuant to Section 1.5(c) in exchange for the shares of Series B Preferred Stock, less the Escrow Shares to be deposited in the Escrow Fund pursuant to Section 9.1. The Agere Shares to be deposited with the Exchange Agent, together with any dividends or distributions with respect thereto pursuant to Section 1.7 and Section 1.8(c), are referred to herein as the "Exchange Fund".
Exchange Procedures; Distributions with Respect to Unexchanged Shares; Stock Transfer Books. (a) At the Effective Time, Bionik shall deposit with the Exchange Agent for the benefit of the holders of shares of Company Capital Stock certificates representing shares of the Bionik Common Stock to be issued pursuant to Section 1.5(b) in exchange for the shares of Company Capital Stock less the Indemnity Escrow Amount (such shares of Bionik Common Stock, together with any dividends or distributions with respect thereto pursuant to Sections 1.8(c) and 1.9, are referred to herein as the “Exchange Fund”).
