Common use of Merger Filings Clause in Contracts

Merger Filings. The Rocky Mountain I Merger shall be accomplished as follows: Rocky Mountain I and Rocky Mountain I Acquisition shall each cause Articles of Merger in form suitable for filing with the Colorado Secretary of State (the "Rocky Mountain I Articles of Merger") to be executed by its appropriate officers and filed with the Colorado Secretary of State on the Closing Date. (e) Effective Time of the Rocky Mountain I Merger. The Rocky Mountain I Merger shall become effective at the time that the Rocky Mountain I Articles of Merger shall become effective with the Colorado Secretary of State in accordance with the CBCA (the "Effective Time of the Rocky Mountain I Merger"). (f) Surrender and Exchange of Common Stock of Rocky Mountain I. After the Effective Time of the Rocky Mountain I Merger, each holder of shares of Rocky Mountain I Common Stock outstanding as of the Effective Time of the Rocky Mountain I Merger shall surrender to the Exchange Agent (other than those holders who have perfected or could perfect Rocky Mountain I Dissenter's Rights) all outstanding certificates theretofore evidencing shares of the Common Stock of Rocky Mountain I, and shall receive in exchange therefor, upon delivery to the exchange agent together with satisfactory and customary delivery requirements, certificates evidencing the greatest whole number of shares of the Common Stock of the Holding Company into which such shares of the Rocky Mountain I Common Stock have been converted pursuant to the Rocky Mountain I Merger, less the number of Indemnity Escrow Shares and Debt Level Escrow Shares attributable to each such holder, plus a cash payment in lieu of fractional shares in the amount determined pursuant to Section 3.3. Until so surrendered or exchanged, each outstanding certificate evidencing shares of the Rocky Mountain I Common Stock shall be deemed for all purposes solely as evidencing the number of shares of the Common Stock of the Holding Company into which such shares shall have been converted pursuant to the Rocky Mountain I Merger; provided, however, that no dividends or other distributions, if any, declared by the Holding Company after the Effective Time of the Rocky Mountain I Merger in respect of any shares of the Common Stock of the Holding Company payable to holders of record after the Effective Time of the Rocky Mountain I Merger shall be paid to the holders of any unsurrendered certificates evidencing shares of Rocky Mountain I Common Stock until such certificates shall have been surrendered to the Exchange Agent. After the surrender and exchange of such certificates, the record holders thereof will be entitled to receive any such dividends or distributions, without interest thereon, to the extent that the same shall have become payable with respect to the number of shares of the Common Stock of the Holding Company for which such certificate was exchangeable. The Exchange Agent shall be authorized to require an indemnification agreement or the posting of a bond or other financial accommodation satisfactory to the Exchange Agent from any holder of shares of Rocky Mountain I Common Stock in the event that such holder shall allege that any certificate evidencing shares of the Rocky Mountain I Common Stock shall have been lost, stolen or destroyed prior to surrender thereof to the Exchange Agent. 3.1.6

Merger Filings. The Rocky Mountain I II Merger shall be accomplished as follows: Rocky Mountain I II and Rocky Mountain I II Acquisition shall each cause Articles of Merger in form suitable for filing with the Colorado Secretary of State (the "Rocky Mountain I II Articles of Merger") to be executed by its appropriate officers and filed with the Colorado Secretary of State on the Closing Date. (e) Effective Time of the Rocky Mountain I II Merger. The Rocky Mountain I II Merger shall become effective at the time that the Rocky Mountain I II Articles of Merger shall become effective with the Colorado Secretary of State in accordance with the CBCA (the "Effective Time of the Rocky Mountain I II Merger"). (f) Surrender and Exchange of Common Stock of Rocky Mountain I. II. After the Effective Time of the Rocky Mountain I II Merger, each holder of shares of Rocky Mountain I II Common Stock outstanding as of the Effective Time of the Rocky Mountain I II Merger shall surrender to the Exchange Agent (other than those holders who have perfected or could perfect Rocky Mountain I II Dissenter's Rights) all outstanding certificates theretofore evidencing shares of the Common Stock of Rocky Mountain III, and shall receive in exchange therefor, upon delivery to the exchange agent together with satisfactory and customary delivery requirements, certificates evidencing the greatest whole number of shares of the Common Stock of the Holding Company into which such shares of the Rocky Mountain I II Common Stock have been converted pursuant to the Rocky Mountain I II Merger, less the number of Indemnity Escrow Shares and Debt Level Escrow Shares attributable to each such holder, plus a cash payment in lieu of fractional shares in the an amount determined pursuant to Section 3.3. Until so surrendered or exchanged, each outstanding certificate evidencing shares of the Rocky Mountain I II Common Stock shall be deemed for all purposes solely as evidencing the number of shares of the Common Stock of the Holding Company into which such shares shall have been converted pursuant to the Rocky Mountain I II Merger; provided, however, that no dividends or other distributions, if any, declared by the Holding Company after the Effective Time of the Rocky Mountain I II Merger in respect of any shares of the Common Stock of the Holding Company payable to holders of record after the Effective Time of the Rocky Mountain I II Merger shall be paid to the holders of any unsurrendered certificates evidencing shares of Rocky Mountain I II Common Stock until such certificates shall have been surrendered to the Exchange Agent. After the surrender and exchange of such certificates, the record holders thereof will be entitled to receive any such dividends or distributions, without interest thereon, to the extent that the same shall have become payable with respect to the number of shares of the Common Stock of the Holding Company for which such certificate was exchangeable. The Exchange Agent exchange agent shall be authorized to require an indemnification agreement or the posting of a bond or other financial accommodation satisfactory to the Exchange Agent exchange agent from any holder of shares of Rocky Mountain I II Common Stock in the event that such holder shall allege that any certificate evidencing shares of the Rocky Mountain I II Common Stock shall have been lost, stolen or destroyed prior to surrender thereof to the Exchange Agent. 3.1.6SECTION 3.2

Merger Filings. The Rocky Mountain I II Merger shall be accomplished as follows: Rocky Mountain I II and Rocky Mountain I II Acquisition shall each cause Articles of Merger in form suitable for filing with the Colorado Secretary of State (the "Rocky Mountain I II Articles of Merger") to be executed by its appropriate officers and filed with the Colorado Secretary of State on the Closing Date. (e) Effective Time of the Rocky Mountain I II Merger. The Rocky Mountain I II Merger shall become effective at the time that the Rocky Mountain I II Articles of Merger shall become effective with the Colorado Secretary of State in accordance with the CBCA (the "Effective Time of the Rocky Mountain I II Merger"). (f) Surrender and Exchange of Common Stock of Rocky Mountain I. II. After the Effective Time of the Rocky Mountain I II Merger, each holder of shares of Rocky Mountain I II Common Stock outstanding as of the Effective Time of the Rocky Mountain I II Merger shall surrender to the Exchange Agent (other than those holders who have perfected or could perfect Rocky Mountain I II Dissenter's Rights) all outstanding certificates theretofore evidencing shares of the Common Stock of Rocky Mountain III, and shall receive in exchange therefor, upon delivery to the exchange agent together with satisfactory and customary delivery requirements, certificates evidencing the greatest whole number of shares of the Common Stock of the Holding Company into which such shares of the Rocky Mountain I II Common Stock have been converted pursuant to the Rocky Mountain I II Merger, less the number of Indemnity Escrow Shares and Debt Level Escrow Shares attributable to each such holder, plus a cash payment in lieu of fractional shares in the an amount determined pursuant to Section 3.3. Until so surrendered or exchanged, each outstanding certificate evidencing shares of the Rocky Mountain I II Common Stock shall be deemed for all purposes solely as evidencing the number of shares of the Common Stock of the Holding Company into which such shares shall have been converted pursuant to the Rocky Mountain I II Merger; provided, however, that no dividends or other distributions, if any, declared by the Holding Company after the Effective Time of the Rocky Mountain I II Merger in respect of any shares of the Common Stock of the Holding Company payable to holders of record after the Effective Time of the Rocky Mountain I II Merger shall be paid to the holders of any unsurrendered certificates evidencing shares of Rocky Mountain I II Common Stock until such certificates shall have been surrendered to the Exchange Agent. After the surrender and exchange of such certificates, the record holders thereof will be entitled to receive any such dividends or distributions, without interest thereon, to the extent that the same shall have become payable with respect to the number of shares of the Common Stock of the Holding Company for which such certificate was exchangeable. The Exchange Agent exchange agent shall be authorized to require an indemnification agreement or the posting of a bond or other financial accommodation satisfactory to the Exchange Agent exchange agent from any holder of shares of Rocky Mountain I II Common Stock in the event that such holder shall allege that any certificate evidencing shares of the Rocky Mountain I II Common Stock shall have been lost, stolen or destroyed prior to surrender thereof to the Exchange Agent. 3.1.6.