Surrender and Exchange. A Global Warrant shall be exchanged for Definitive Warrants, and Definitive Warrants may be transferred or exchanged for a beneficial interest in a Global Warrant, only at such times and in the manner specified in this Agreement. The holder of a Global Warrant may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold beneficial interests in such Global Warrant through Agent Members, to take any action that a Warrantholder is entitled to take under a Warrant Certificate or this Agreement in accordance with the Depositary’s and the relevant Agent Member’s applicable procedures. If beneficial ownership interests in a Global Warrant are to be exchanged for Definitive Warrants pursuant to this Section 2.4(c), appropriate adjustment shall be made to the Global Warrant as provided in Section 2.4(b)(iii), and the Warrant Agent shall countersign, either by manual or facsimile or other electronically transmitted signature, and deliver to each beneficial owner of such interests in the name of such beneficial owner, Definitive Warrants evidencing a number of Warrants equivalent to such beneficial owner’s beneficial interest in the Global Warrant so exchanged. The Warrant Agent shall register such exchange in the Warrant Register, and if the entire Global Warrant has been exchanged for Definitive Warrants the surrendered Global Warrant shall be canceled by the Warrant Agent.
Surrender and Exchange. (a) Prior to the Effective Time, Parent shall appoint an agent (the "EXCHANGE AGENT") for the purpose of exchanging certificates representing shares of Company Common Stock (the "CERTIFICATES") for the Merger Consideration. Parent will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the shares of Company Common Stock. Promptly after the Effective Time (but in any event within five business days after the Effective Time), Parent will send, or will cause the Exchange Agent to send, to each holder of shares of Company Common Stock at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange.
Surrender and Exchange. (a) From and after the Effective Time, Media (or the NV/PCS Transferee), as sole holder of all of the issued and outstanding shares of NV Stock and PCS Holdings Stock, shall be entitled to receive, upon surrender of all the certificates representing such shares, the Merger Consideration payable in respect of such shares as provided for in Section 3.1(b). After the Effective Time, such certificates shall, until so surrendered, represent for all purposes only the right to receive such Merger Consideration. From and after the Effective Time, there shall be no further registration of the transfer on the stock transfer books of the Surviving Corporation of shares of NV Stock or PCS Holdings Stock which were outstanding immediately prior to the Effective Time.
Surrender and Exchange. 7 SECTION 2.04. Stock Options...................................................8 SECTION 2.05. Adjustments.....................................................8 SECTION 2.06. Fractional Shares...............................................9 SECTION 2.07.
Surrender and Exchange. Subject to the provisions of Section 12, this Agreement (and the Option granted hereby) are exchangeable, without expense, at the option of the Holder, upon presentation and surrender of this Agreement at the principal office of Issuer, for other Agreements providing for Options of different denominations entitling the holder thereof to purchase, on the same terms and subject to the same conditions as are set forth herein, in the aggregate the same number of shares of Common Stock purchasable hereunder. The terms "Agreement" and "Option" as used herein include any Stock Option Agreements and related Options for which this Agreement (and the Option granted hereby) may be exchanged. Upon receipt by Issuer of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Agreement, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like tenor and date. Any such new Agreement executed and delivered shall constitute an additional contractual obligation on the part of Issuer, whether or not the Agreement so lost, stolen, destroyed or mutilated shall at any time be enforceable by anyone.
Surrender and Exchange. (a) Prior to the Effective Time, Parent shall authorize one or more transfer agent(s) reasonably acceptable to Company to act as exchange agent hereunder (the “Exchange Agent”) with respect to the Merger. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent for the benefit of the holders of Company Common Stock, for exchange in accordance with this Section 3.3 through the Exchange Agent, certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 in exchange for outstanding shares of Company Common Stock (collectively, the “Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the applicable Merger Consideration in exchange for surrendered Stock Certificates pursuant to Section 3.1 out of the Exchange Fund. Except as contemplated by Section 3.3(e), the Exchange Fund shall not be used for any other purpose.
Surrender and Exchange. 7 SECTION 2.04. STOCK OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 SECTION 2.05. ADJUSTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 SECTION 2.06. FRACTIONAL SHARES . . . . . . . . . . . . . . . . . . . . . . . . . 10 SECTION 2.07.
Surrender and Exchange. (a) Prior to the Effective Time, Stores shall designate a commercial bank or trust company organized under the laws of the United States or any state of the United States with capital, surplus, and undivided profits of at least $100,000,000 to act as agent (the "Exchange Agent") for the purpose of exchanging certificates representing shares of Stores Common Stock and Stores Warrants for certificates representing shares of Holdings Common Stock and Holdings Warrants. Each holder of shares of Stores Common Stock or Stores Warrants that have been converted into a right to receive shares of Holdings Common Stock or Holdings Warrants, upon surrender to the Exchange Agent of a certificate or certificates representing such shares of Stores Common Stock or Stores Warrants, together with a properly completed letter of transmittal covering such shares of Stores Common Stock or Stores Warrants, will be entitled to receive a certificate or certificates representing an equal number of shares of Holdings Common Stock or Holdings Warrants. After the Effective Time, each such certificate shall, until so surrendered, represent for all purposes only the right to receive such shares of Holdings Common Stock or Holdings Warrants. (b) After the Effective Time, there shall be no further registration of transfers of shares of Stores Common Stock or Stores Warrants outstanding prior to the Effective Time. If, after the Effective Time, certificates representing shares of Stores Common Stock or Stores Warrants outstanding prior to the Effective Time are presented to the Surviving Corporation, they shall be canceled and exchanged for certificates representing the shares of Holdings Common Stock or Holdings Warrants provided for, and in accordance with the procedures set forth, in this Agreement. (c) Any holder of Stores Common Stock or Stores Warrants who has not exchanged his shares of Stores Common Stock or Stores Warrants for shares of Holdings Common Stock or Holdings Warrants in accordance with this Section 1.7 within one year from the Effective Time shall thereafter look only to Holdings for transfer of his shares of Stores Common
Surrender and Exchange. 3 Section 1.4. Company Stock Options......................................6 Section 1.5.
Surrender and Exchange. 1.3.1. Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company as exchange agent (the "Exchange Agent") in connection with the Merger for the purpose of exchanging Certificates for certificates representing Parent Common Shares ("Parent Certificates"), and cash in lieu of fractional Parent Common Shares in accordance with Section 1.5, in connection with the Merger. Parent shall deposit with the Exchange Agent, from time to time that number of Parent Certificates, in any denominations as the Exchange Agent shall specify, as are issuable in respect of Company Common Shares for which Certificates have been properly delivered to the Exchange Agent. Parent shall also from time to time deposit or cause to deposit with the Exchange Agent U.S. dollars in an amount sufficient to provide the Exchange Agent with the cash to fund payments to be made pursuant to Section 1.3.6.
