Surrender and Exchange of Shares; Payment of Merger Consideration. In connection with the Closing, upon receipt of notice from the Company and ORRV of the Effective Time, the Company Shareholders shall surrender and deliver the Certificates to ORRV duly endorsed in blank. As soon as reasonably practicable following the later to occur of the Effective Time or such surrender and delivery, ORRV will deliver to the Company Shareholders certificates representing their ORRV Shares. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence only the right to receive the Total Merger Consideration set forth herein.
Surrender and Exchange of Shares; Payment of Merger Consideration. (a) At the Effective Time, the Shareholders shall deliver to MedSource their respective letters of transmittal (the "Letter of Transmittal") in the form attached hereto as Exhibit 2.3 and all certificates representing the issued and outstanding Company Shares. The Shareholders shall thereupon be entitled to receive in exchange therefor the MedSource Shares and the Cash Consideration in accordance with section 2.3(b), and the certificate or certificates so surrendered in exchange for such consideration shall forthwith be canceled by MedSource.
Surrender and Exchange of Shares; Payment of Merger Consideration. In connection with the Closing, each Shareholder shall surrender and deliver the Certificates to the Company together with a duly completed and executed transmittal letter, waiver and release in the form attached hereto as EXHIBIT 1.5 ("TRANSMITTAL LETTER"). Upon the later to occur of the Effective Time or such surrender and delivery, the holder shall receive a certificate representing the number of whole shares of Company Stock to which such holder is entitled pursuant to this Agreement. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of Company Stock into which the Xxxxx Stock previously represented by the Certificate has been converted pursuant to this Agreement; PROVIDED, HOWEVER, that no dividends or other distributions, if any, in respect of the shares of the Company Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and Transmittal Letters are surrendered and delivered as provided herein. Holders of any unsurrendered Certificates shall not be entitled to vote the Company Stock involved until such Certificates are exchanged pursuant to this Agreement.
Surrender and Exchange of Shares; Payment of Merger Consideration. In connection with the Closing, upon receipt of notice from the Company and OCIS of the Effective Time, the Shareholders shall surrender and deliver the Certificates to OCIS duly endorsed in blank. As soon as reasonably practicable following the later to occur of the Effective Time or such surrender and delivery, OCIS will deliver to the Shareholders certificates representing their OCIS Shares. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence only the right to receive the Total Merger Consideration set forth herein. On the Closing Date the principal shareholders of OCIS will execute the Lock-Up Agreement attached as Exhibit B and the principal shareholders of OCIS and OCIS shall execute the Registration Rights Agreement set forth as Exhibit C.
Surrender and Exchange of Shares; Payment of Merger Consideration. In connection with the Closing, upon receipt of notice from the Company and OCIS of the Effective Time, the Shareholders shall surrender and deliver the Certificates to OCIS duly endorsed in blank. As soon as reasonably practicable following the later to occur of the Effective Time or such surrender and delivery, OCIS will deliver to the Shareholders certificates representing their OCIS Shares. Until so surrendered and exchanged, each outstanding
Surrender and Exchange of Shares; Payment of Merger Consideration. In connection with the Closing, upon receipt of notice from the Company and AirWare International of the Effective Time, the Shareholders shall surrender and deliver the Certificates to AirWare International duly endorsed in blank. As soon as reasonably practicable following the later to occur of the Effective Time or such surrender and delivery, AirWare International will deliver to the Shareholders certificates representing their AirWare International Shares. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence only the right to receive the Total Merger Consideration set forth herein.
Surrender and Exchange of Shares; Payment of Merger Consideration. In connection with the Closing, upon receipt of notice from the Company and GLER of the Effective Time, the Company Shareholders shall surrender and deliver their Company Certificates to GLER duly endorsed in blank. As soon as reasonably practicable following the later to occur of the Effective Time or such surrender and delivery, GLER will deliver to the Company Shareholders certificates representing their GLER Shares. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence only the right to receive the Total Merger Consideration set forth herein.
Surrender and Exchange of Shares; Payment of Merger Consideration. In connection with the Closing, upon receipt of notice from the Company and GT Biopharma of the Effective Time, the Shareholders shall surrender and deliver the Certificates to GT Biopharma duly endorsed in blank. As soon as reasonably practicable following the later to occur of the Effective Time or such surrender and delivery, GT Biopharma will deliver to the Shareholders certificates representing their GT Biopharma Shares. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence only the right to receive the Total Merger Consideration set forth herein.
Surrender and Exchange of Shares; Payment of Merger Consideration. (a) Prior to the Closing Date, UT shall deposit, or cause to be deposited with its transfer agent, Bank of New York (the "TRANSFER AGENT"), such certificates evidencing such number of shares of UT Stock in order to enable the Transfer Agent to issue the UT Stock pursuant to this Agreement.
Surrender and Exchange of Shares; Payment of Merger Consideration. (a) At the Effective Time, the Shareholders shall surrender all outstanding certificates, which prior thereto represented TCD Shares, to Parent or its agent (and, if to such agent, in accordance with such agent's standard procedure), and each Shareholder shall be entitled, if such Shareholder complies with this Section 2.3(a), upon such surrender to receive in exchange therefor, without cost to it, the number of Parent Shares set forth opposite such Shareholder's name on Schedule 2.3, and the certificate or certificates so surrendered in exchange for such consideration shall forthwith be canceled by Parent.
