Surrender of Certificates. 4 1.8 No Further Ownership Rights in Company Common Stock...............................5 1.9 Lost, Stolen or Destroyed Certificates............................................5 1.10 Tax and Accounting Consequences...................................................6 1.11 Taking of Necessary Action; Further Action........................................6
Surrender of Certificates. Any Warrant Certificate surrendered for exercise or purchase shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be reissued by the Company. The Warrant Agent shall destroy such cancelled Warrant Certificates.
Surrender of Certificates. As promptly as practicable after the Effective Time, the Exchange Agent shall mail to each holder of an outstanding certificate or certificates which prior thereto represented JIS Shares (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the JIS Certificates shall pass, only upon delivery of the JIS Certificates to the Exchange Agent and shall be in such form and have such other provisions as Judge and JIS may reasonably specify), and (ii) instructions for use in effecting the surrender of the JIS Certificates in exchange for certificates representing Judge Common Shares and any cash in lieu of any fractional Judge Common Shares. Such holder shall upon such surrender receive in exchange therefor a certificate or certificates representing the number of whole Judge Common Shares into which such JIS Shares shall have been converted. Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented JIS Shares shall, upon and after the Effective Time, be deemed for all purposes (other than to the extent provided in the following sentence) to evidence ownership of the number of whole Judge Common Shares into which such JIS Shares have been converted. Dividends, if any, payable after the Effective Time to holders of Judge Common Shares shall, at Judge's option, be withheld from holders of certificates formerly representing JIS Shares until such certificates (or lost share affidavits reasonably acceptable in form and substance to Judge) are surrendered for exchange in accordance with this Section 2.5 and, if so withheld, shall then be paid without interest thereon.
Surrender of Certificates. Any Warrant Certificate surrendered for exercise or otherwise acquired by the Company shall promptly canceled and the Company shall deliver Warrant Shares as provided herein.
Surrender of Certificates. 6 1.8 No Further Ownership Rights in Target Capital Stock........................ 7 1.9 Lost, Stolen or Destroyed Certificates..................................... 7 1.10
Surrender of Certificates. 4 1.8 No Further Ownership Rights in Company Common Stock ............. 6 1.9 Lost, Stolen or Destroyed Certificates .......................... 6 1.10
Surrender of Certificates. All securities issued upon the surrender of Company Ordinary Shares in accordance with the terms hereof, shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions on the sale and transfer of such Company Ordinary Shares shall also apply to the Closing Payment Shares so issued in exchange.
Surrender of Certificates. Upon receipt of the Conversion Approval in accordance with Section 5.11(f) or a change in rules of the National Securities Exchange as described in Section 5.11(i), the General Partner shall give the holders of the Class B Units prompt notice of such Conversion Approval or change in rules and, subject to the requirements of Section 6.7(d), each holder of Class B Units shall promptly surrender the Class B Unit Certificates therefor, duly endorsed, at the office of the General Partner or of any transfer agent for the Class B Units. In the case of any such conversion, the Partnership shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class B Units one or more Common Unit Certificates, registered in the name of such holder, for the number of Common Units to which such holder shall be entitled. Such conversion shall be deemed to have been made as of the Conversion Approval Date or, in the case of Section 5.11(i), the date of the effectiveness of such rule change (the “Conversion Effective Date”), and the Person entitled to receive the Common Units issuable upon such conversion shall be treated for all purposes as the record holder of such Common Units as of such date.
Surrender of Certificates. Upon surrender of stock certificates representing the shares of Chaparral Common Stock (the “Chaparral Stock Certificates”) (accompanied by duly executed stock powers) at the Closing as well as the delivery to Parent of a letter of transmittal which shall include customary representations and warranties including, but not limited to, the Chaparral Stockholders’ right, title and interest in their Chaparral Common Stock, their acceptance of the terms and conditions of the proposed transaction, and acknowledgement by the Chaparral Stockholders that any and all rights, preferences, privileges and obligations owed by Chaparral to the Chaparral Stockholders, shall cease and be of no further force or effect, the Chaparral Stockholders holding such Chaparral Stock Certificates shall receive in exchange therefore stock certificates representing the number of shares of Parent Common Stock into which their shares of Chaparral Common Stock are converted at the Effective Time, and such Chaparral Stock Certificates shall be cancelled. Until so surrendered, outstanding Chaparral Stock Certificates will be deemed, from and after the Effective Time, to evidence only the right to receive the applicable number of shares of Parent Common Stock pursuant to the allocation set forth on Exhibit B. If payment of the Stock Consideration is to be made to a Person other than the Person in whose name the Chaparral Common Stock is registered, it shall be a condition of payment that the letter of transmittal be in proper form for such transfer and that the Person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a Person other than the registered holder of the Chaparral Common Stock, or such Person shall have established to the satisfaction of Parent that such Tax either has been paid or is not applicable.
Surrender of Certificates. (a) Concurrently with or prior to the Effective Time, Parent shall designate a bank or trust company located in the United States to act as paying agent (the "Paying Agent") for purposes of making the cash payments contemplated hereby. As soon as practicable after the Effective Time, Parent shall cause the Paying Agent to mail and/or make available to each holder of a certificate theretofore evidencing shares of Common Stock (other than those which were held by any Subsidiary of the Corporation or in the treasury of the Corporation or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (including Sub)) a notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding Common Stock (the "Certificates") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article II. Upon the surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Paying Agent shall promptly pay to the Person entitled thereto the Merger Consideration deliverable in respect thereto. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article II. No interest shall be paid or accrued in respect of such cash payments.
