Outstanding Certificates. From and after the Effective Time until and including the Proceeds Date, share certificates representing Common Shares will represent the right to obtain the consideration issued pursuant to the Plan of Arrangement, consisting of $35.00 or one Unit per Common Share or a combination thereof (other than certificates in the name of a Dissenting Shareholder or a Small Non-Board Lot Holder) in accordance with the elections made by the holder, subject to pro-ration hereunder.
Outstanding Certificates. From and after the Effective Date, certificates representing the Old Lorus Securities prior to the Arrangement will, thereafter represent only the right to receive the certificates representing the New Lorus Securities which such holder is entitled to receive pursuant to Section 3.01(1) and any distributions accruing to the holder of such securities, upon the holder depositing with the Depositary the certificates duly endorsed for transfer and accompanied by such other documents as such Depositary may reasonably require, subject to compliance with the requirements set forth in this Article 4.
Outstanding Certificates. 5.1 From and after the Effective Date, certificates formerly representing Cinram Shares under the Arrangement shall represent only the right to receive the consideration to which the holders are entitled under the Arrangement, or as to those held by Dissenting Shareholders, other than those Dissenting Shareholders deemed to have participated in the Arrangement pursuant to Section 4.1, to receive the fair value of the Cinram Shares represented by such certificates.
Outstanding Certificates. Until surrendered or presented for transfer in accordance with Section 5.1 above, each outstanding certificate which, prior to the Effective Time, represented SDG&E Common Stock shall be deemed and treated for all corporate purposes to represent the ownership of the same number of shares of ParentCo Common Stock as though such surrender or transfer and exchange had taken place. 5.3
Outstanding Certificates. 16 7.2 Provision of Consideration....................................................................16 7.3 Depository....................................................................................17 7.4 No Entitlement to Interest....................................................................17 7.5 Certificates..................................................................................17
Outstanding Certificates. Following the Effective Time, certificates representing
Outstanding Certificates. Each outstanding Certificate held by a shareholder of Seller shall, until duly surrendered to the Transfer Agent, be deemed to evidence the right to receive such shareholder's pro rata portion of the liquidating distribution. After the Closing, holders of Certificates shall cease to have rights with respect to the stock represented by such Certificates, and their sole rights shall be to exchange such Certificates for (i) their pro rata portion of the liquidating distribution as provided in Section 1.2(b) of this Agreement, and (ii) the additional distributions, if any, to be made as set forth in Section 1.5. Effective as of the Closing, there shall be no further transfer of Certificates of Seller, and if such Certificates are presented to Seller for transfer, they shall be canceled against delivery of the pro rata portion of the liquidating distribution to which the stock represented by such Certificates are entitled as provided in this Agreement. The Transfer Agent shall not be obligated to deliver the liquidating distribution, on behalf of Seller, to any holder of stock of Seller until such holder surrenders the Certificates as provided herein, together with the transmittal letter and Representation Letter, and subject further to the restrictions set forth in the Registration Agreement. No dividends declared on the Parent Common Stock, if any, to be received in the liquidating distribution will be remitted to any person entitled to receive such Parent Common Stock under this Agreement until such person surrenders the Certificate representing the right to receive such Parent Common Stock, at which time such dividends shall be remitted to such person without interest and less any taxes that may have been imposed thereon. No party to this Agreement nor any affiliate thereof shall be liable to any holder of stock represented by any Certificate for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Buyer and the Transfer Agent shall be entitled to rely upon the Shareholder Certification to establish the identity of those persons entitled to receive the liquidating distribution specified in Sections 1.2 and 1.5 of this Agreement, which shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, Buyer or the Transfer Agent shall be entitled to deposit the liquidating distribution represented thereby in escrow with an independent third...
Outstanding Certificates. Following the Effective Time, certificates and book entry shares representing shares of NW Natural Common Stock outstanding at the Effective Time (“NW Natural Certificates”) will represent the same number of shares of NW Holding Common Stock and will evidence the right of the registered holder thereof to receive, and may be exchanged for, certificates or book entry shares of NW Holding Common Stock into which such shares of NW Natural Common Stock were converted in accordance with Section 2.1. At the Effective Time, NW Holding shall issue and deliver, or cause to be issued and delivered, to the transfer agent for NW Holding Common Stock (the “Transfer Agent”) certificates representing shares of NW Holding Common Stock into which outstanding shares of NW Natural Common Stock have been converted as provided above. If requested by a former shareholder of record of NW Natural, upon the proper surrender and delivery to the Transfer Agent of such shareholder’s NW Natural Certificate(s) (in accordance with NW Holding’s instructions, and accompanied by a properly completed transmittal materials), the Transfer Agent shall, as soon as practicable, issue, register and deliver to such shareholder a certificate evidencing the shares of NW Holding Common Stock or register such shares in electronic form.
Outstanding Certificates. Each outstanding certificate which, prior to the Effective Time, represented NW Natural Common Stock shall be deemed for all corporate purposes to represent the same number of shares of Holdco Common Stock and the right to receive certificates therefor.
Outstanding Certificates. Until surrendered or presented for transfer in accordance with Section 5.1 above, each outstanding stock certificate which, prior to the Effective Time, represented SCW Common Shares or a series of SCW Preferred Shares, as the case may be, shall be deemed and treated for all corporate purposes to represent the ownership of the same number of shares of HoldingCo Common Shares or series of HoldingCo Preferred Shares, as the case my be, as though such surrender or transfer and exchange and taken place.
