Surrender of Company Certificates. At the Effective Time, any member of the Company who surrenders Company Certificates (or affidavits of loss in lieu thereof as provided in Section 3.2(e)) representing Company Units to the Exchange Agent for cancellation together with any other related documentation reasonably requested by the Exchange Agent to be provided in connection therewith, shall have the right to payment in respect of such Company Certificates in accordance with paragraph (b) below. After the Effective Time, each outstanding Company Certificate will be deemed for all corporate purposes to evidence only the right to receive the Per Unit Total Merger Consideration in accordance with the provisions of this Article III.
Surrender of Company Certificates. Promptly after the Effective Time, Parent shall cause the Surviving Corporation to mail to each person who was, at the Effective Time, a holder of record of Company Common Stock a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent and which shall be in customary form and agreed to by Parent and the Company prior to the Effective Time) and instructions for use in effecting the surrender of the Company Certificates in exchange for payment of the Merger Consideration pursuant to such letter of transmittal. Upon surrender to the Exchange Agent of a Company Certificate for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions, (i) the holder of such Company Certificate shall be entitled to receive in exchange therefor, in accordance with its election (or non-election, as the case may be) and the provisions of Section 2.5(d), a Parent Certificate representing the number of whole shares of Parent Common Stock and/or the cash that such holder has the right to receive pursuant to Sections 2.4(a), 2.4(d) and 2.5(d), any cash in lieu of fractional shares of Parent Common Stock as provided in Section 2.6(g), and any unpaid dividends and distributions that such holder has the right to receive pursuant to Section 2.6(e) (after giving effect to any required withholding of taxes); and (B) such Company Certificate shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Company Certificate for the benefit of the holder of such Company Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Company Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Company Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment to a person other than the registered holder of the Company Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such...
Surrender of Company Certificates. Subject to the terms of this Agreement, the Merger Consideration shall be issued and paid to Member upon surrender of his certificates, if any, representing the Company Interests (collectively, the “Company Certificates”) or upon written confirmation that the certificates are uncertificated. Company Certificates, if any, shall forthwith be cancelled. Until so surrendered, outstanding Company Certificates will be deemed, from and after the Effective Time, to evidence only the right to receive the applicable Merger Consideration pursuant to Section 1.5(a).
Surrender of Company Certificates. (a) Prior to the Effective Time, the Company shall appoint an agent reasonably acceptable to OAC (the “Exchange Agent”) for the purpose of exchanging of certificates and instruments (“Company Certificates”) evidencing Company capital stock, Company Purchase Notes and other Company Common Stock Equivalent Securities that have been exercised or converted prior to the Effective Time but for which Company stock certificates have not yet been issued or which are automatically converted in accordance with Section 1.7 (“Uncertificated Company Common Stock Equivalent Securities”). Promptly after the Effective Time, OAC shall send, or shall cause the Exchange Agent to send, to each holder of record of such Company Securities as of the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery of Company Certificates shall be effected, and risk of loss and title shall pass, only upon proper delivery of Company Certificates (if any were issued) to the Exchange Agent) for use in such exchange.
Surrender of Company Certificates. Upon surrender of a Company Certificate to the Exchange Agent, together with the Letter of Transmittal, duly executed, and such other documents as Xxxxxx or the Exchange Agent shall reasonably request, the holder of such Company Certificate shall be entitled to receive, promptly after the Election Deadline in exchange therefor, (i) a certified or bank cashier's check in the amount equal to the aggregate amount of the Merger Consideration consisting of cash which such holder has the right to receive pursuant to the provisions of this Article 2 (including any cash in lieu of fractional shares of Acquiror Stock pursuant to Section 2.3(h)) and (ii) Acquiror Certificates representing the Acquiror Stock, if any, which such holder has the right to receive (in each case without interest and less the amount of any required withholding taxes, if any, in accordance with Section 2.3(k)).
Surrender of Company Certificates. Upon surrender of Eligible Shares that (A) are represented by Company Certificates, by physical surrender of such Company Certificates (or affidavits of loss in lieu of the Company Certificates, as provided in Section 2.2(f)), together with the letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Payment Agent in accordance with the terms of the materials and instructions provided by the Payment Agent or (B) are Book-Entry Shares, by receipt of an “agent’s message” by the Payment Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Payment Agent may reasonably request), the holder of such Eligible Shares represented by such Company Certificate or such Book-Entry Share shall be entitled to receive in exchange therefor the Per Share Merger Consideration payable in respect of each Converted Share represented by such Company Certificate or Book-Entry Share, as provided in Section 2.1(c)(i), less any required withholding of Taxes. Any Company Certificates or Book-Entry Shares so surrendered shall immediately be canceled. No interest shall accrue or be paid on any amount payable upon due surrender of Company Certificates or Book-Entry Shares. Notwithstanding anything herein to the contrary, with respect to the ModusLink CVRs, the payment of any ModusLink CVR Payment Amount and the exchange procedures with respect thereto shall be governed by the terms of the ModusLink CVR Agreement.
Surrender of Company Certificates. The Company Shareholders shall have surrendered to Datasea or its registrar or transfer agent the certificates representing the Company Shares owned by each such Company Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company.
Surrender of Company Certificates. Subject to the terms of this Agreement, the Allocable Portion of the Merger Consideration shall be issued and paid to each Shareholder upon surrender of his or her certificates representing the Company Shares (collectively, the “Company Certificates”) or, in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and indemnity, if required) in a form reasonably acceptable to Parent. Company Certificates shall forthwith be cancelled. Until so surrendered, outstanding Company Certificates will be deemed, from and after the Effective Time, to evidence only the right to receive the applicable Merger Consideration pursuant to Section 1.5(a).
Surrender of Company Certificates. 8 2.7 Merger Consideration; Conversion and Cancellation of Securities..........10 2.8
Surrender of Company Certificates. Subject to Section 4.6 and to the prior delivery to Parent by a Company Stockholder of the Company Certificate(s) formerly representing its shares of Company Common Stock, following the Effective Time, Parent shall cause to be delivered to such Company Stockholder a Parent certificate (a "Parent Certificate") representing the applicable number of Effective Time Shares and the appropriate amount of cash, in lieu of a fractional share (if applicable), as required hereunder.
