Surrender of Certificates Clause Samples
The Surrender of Certificates clause requires a party to return or deliver specific certificates, such as stock certificates or other official documents, to a designated party, typically upon the occurrence of a triggering event like the sale, transfer, or redemption of securities. In practice, this means that when shares are sold or a transaction is completed, the holder must physically or electronically surrender the relevant certificates to the company or transfer agent to facilitate the change in ownership. This clause ensures that records are updated accurately and prevents unauthorized or duplicate claims to the same rights or assets, thereby maintaining the integrity of ownership records.
POPULAR SAMPLE Copied 4 times
Surrender of Certificates. The Corporation shall notify in writing all holders of record of shares of Preferred Stock of the Optional Conversion Time and the place designated for optional conversion of shares of Preferred Stock pursuant to Section 3.1.
1. If the Corporation obtains knowledge that a Public Offering or a Deemed Liquidation Event is proposed to occur, the Corporation shall give prompt written notice of such event describing in reasonable detail the material terms and date of consummation thereof to each holder of Preferred Stock, but in any event such notice shall not be given no later than five days prior to the occurrence of such Public Offering or Deemed Liquidation Event. Upon receipt of the notice, each holder of shares of Preferred Stock electing to convert all or any portion of such holder’s Preferred Stock shall surrender such holder’s certificate or certificates for all such shares being converted (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 3. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or such holder’s attorney duly authorized in writing. Other than the rights to dividend payments set forth in Section 3.3.2 below, all rights with respect to the Preferred Stock converted pursuant to Section 3.1.1, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate at the Optional Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender the certificates at or prior to such time), except only the rights of [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Surrender of Certificates. At or promptly after the Effective Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Company (the "Exchange Agent"), in trust for the benefit of the holders of shares of Company Common Stock for exchange in accordance with this Article II, (i) cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Certificates, and the Certificate(s) so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed to represent only the right to receive the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided for.
Surrender of Certificates. (a) Prior to the Effective Time, Parent shall designate a bank or trust company who shall be reasonably satisfactory to the Company to act as paying agent in the Merger (the "Paying Agent"), and on or prior to the Effective Time, Parent shall make available, or cause the Surviving Corporation to make available, to the Paying Agent, cash in an amount necessary for the payment of the Merger Consideration as provided in Section 2.9(b) upon surrender of certificates representing Shares as part of the Merger. Funds made available to the Paying Agent shall be invested by the Paying Agent as directed by Newco or, after the Effective Time, the Surviving Corporation, provided that such investments shall only be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇'▇ Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1 billion (it being understood that any and all interest or income earned on funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent).
(b) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented Shares (the "Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration as provided in Section 2.9(b). Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the Shares theretofore represented by such Certificate shall have been canceled and become the right to receive pursuant to Section 2.9(b), and the Certificate so surrendered shall forthwith ...
Surrender of Certificates. All securities issued upon the surrender of the certificates representing the Company 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 Shares shall also apply to the Closing Payment Shares so issued in exchange.
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. 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. 4 1.8 No Further Ownership Rights in Target Capital Stock..................5 1.9 Lost, Stolen or Destroyed Certificates...............................5 1.10
Surrender of Certificates. 5 1.8 No Further Ownership Rights in Company Capital Stock................. 7 1.9 Lost, Stolen or Destroyed Certificates............................... 7 1.10 Withholding.......................................................... 8 1.11 Exemption from Registration.......................................... 8 1.12 Taking of Necessary Action; Further Action........................... 9
Surrender of Certificates. Any Warrant Certificate surrendered for exercise shall be promptly canceled by the Company and shall not be reissued by the Company.