Closing; Surrender of Certificates Sample Clauses

Closing; Surrender of Certificates. The Closing shall take place later, of on or before April 9, 2018 (the "Closing") at 1:00 p.m. Eastern Standard Time at the offices of Xxxxx & Xxxxx, P.C.; or as any other such time when allowed pursuant to the rules of the United States Securities and Exchange Commission. The Closing may be rescheduled by agreement of the parties. The date of the Closing shall be the Effective Time of the Exchange Transaction.
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Closing; Surrender of Certificates. (a) The parties shall agree to a mutually acceptable closing date, time and location ("Closing") that must be not later than ten (10) calendar days after receipt of all necessary regulatory approvals, including any mandatory waiting periods.
Closing; Surrender of Certificates. The Closing shall take place on or before December 18, 2012 (the "Closing Date") at 1:00 p.m. Eastern Standard Time at the offices of Xxxxx & Xxxxx, P.C. The Closing may be rescheduled by agreement of the parties. The date of the Closing shall be the Effective Time of the Exchange Transaction. At the Closing, Dino shall have all its shareholders’ transfer their share certificates to Gysan and Gysan shall transfer certificates for 65,000,000 shares of common stock and 45,000,000 shares of Class A Preferred Stock to Dino’s shareholders in accordance with Section 1.01 above. At the Closing, Dino shall deliver to Gysan such other documents as called for herein; and at the Closing, Gysan shall deliver to Dino such other documents as called for herein.
Closing; Surrender of Certificates. The consummation of the Exchange Transaction and the transactions contemplated hereby (the “Closing”) shall occur on or before at 1:00 p.m. (Eastern Standard Time) on April 26, 2013 (the “Closing Date”). . The Closing may be rescheduled by agreement of the Parties. The date of the Closing shall be the “Effective Time” of the Exchange Transaction. At the Closing, PrivateCo shall have all its shareholders’ PrivateCo share certificates transferred to Savvy and Savvy shall transfer certificates for Savvy Shares in the amount and description of 90,000,000 of Savvy’s common stock to PrivateCo’s shareholders on a prorated basis in accordance with Section 1.01 above. At the Closing, PrivateCo shall deliver to Savvy such other documents as called for herein; and at the Closing, Savvy shall deliver to PrivateCo such other documents as called for herein.

Related to Closing; Surrender of Certificates

  • 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

  • Replacement of Certificates If (i) any Certificate is mutilated and is surrendered to the Trustee or any Authenticating Agent or (ii) the Trustee or any Authenticating Agent receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or the Authenticating Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Depositor and any Authenticating Agent that such destroyed, lost or stolen Certificate has been acquired by a bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Certificate Principal Amount. Upon the issuance of any new Certificate under this Section 3.05, the Trustee and Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or the Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 3.05 shall constitute complete and indefeasible evidence of ownership in the applicable Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

  • Execution of Certificates The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Trustee's Mortgage Files relating thereto to it and, concurrently with such delivery, has executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Mortgage Loans, the Trustee's Mortgage Files and the other assets included in the definition of Trust Fund, Certificates duly authenticated by the Trustee in Authorized Denominations evidencing the entire ownership of the Trust Fund.

  • DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.

  • Exchange of Certificates (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of 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 Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelled.

  • Transfer of Certificates In the event any Certificateholder shall wish to transfer such Certificate, the Depositor shall provide to such Certificateholder and any prospective transferee designated by such Certificateholder information regarding the Certificates and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the Securities Act, pursuant to the exemption from registration provided by Rule 144A.

  • Payment for Securities Surrender of Certificates (a) Paying Agent Prior to the Effective Time, Parent or Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as the paying agent for purposes of effecting the payment of the Merger Consideration in connection with the Merger (the Paying Agent). At or promptly after the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, with the Paying Agent funds sufficient to pay the aggregate Merger Consideration to which holders of Shares shall be entitled at the Effective Time pursuant to this Agreement upon surrender of Certificates or Book-Entry Shares as the case may be; provided, however, in the event that such funds on deposit with the Paying Agent are insufficient to pay the aggregate Merger Consideration, Parent or Purchaser shall deposit, or cause to be deposited, with the Paying Agent such additional funds as are necessary to ensure that the Paying Agent has funds sufficient to pay the aggregate Merger Consideration. Such funds shall be invested or otherwise held by the Paying Agent as directed by Parent or Purchaser, in their sole discretion, pending payment thereof by the Paying Agent to the holders of the Shares. Earnings from such investments, if any, shall be the sole and exclusive property of Parent or Purchaser, and no part of any such earnings shall accrue to the benefit of holders of Shares.

  • Cancellation of Certificates Any Certificate surrendered for registration of transfer or exchange shall be cancelled and retained in accordance with normal retention policies with respect to cancelled certificates maintained by the Trustee or the Certificate Registrar.

  • Filing of Certificates J. Xxxxxx Xxxxxxxx is hereby designated an “authorized person” within the meaning of the Act, and shall execute, deliver and file the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” shall cease, and the Member shall thereupon become the designated “authorized person” within the meaning of the Act.

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