Common use of Share Exchange Procedure Clause in Contracts

Share Exchange Procedure. On the terms and subject to the conditions set forth in this Agreement, the Share Exchange will be consummated as follows: (a) each Click Selling Shareholder identified in the Click Shareholder List as holding certificated Click Exchange Shares, shall deliver all certificates representing such Click Exchange Shares to Roadships on or before the Closing Date, duly executed and endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, with signature(s) guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow Roadships to cause certificates for the Roadships Exchange Shares to be issued to the Click Selling Shareholder (the “Certificated Shareholder Documents”); (b) each Click Selling Shareholder identified in the Click Shareholder List as holding uncertificated Click Exchange Shares shall deliver to Roadships on or before the Closing Date written instructions in the form of Schedule 2.5(b) duly executed before a notary public by the Click Selling Shareholder (“Uncertificated Shareholder Documents”); and (c) immediately following the Closing Date, Roadships shall promptly give irrevocable instructions to its transfer agent to issue and deliver to each Click Selling Shareholder, a certificate representing that number of whole shares of Roadships Common Stock determined pursuant to Section 2.2 and a check representing cash in lieu of any fractional shares pursuant to Section 2.4.