Common use of Distribution Procedures Clause in Contracts

Distribution Procedures. At the Effective Time, all issued and outstanding shares of Spinco Common Stock shall be converted into the right to receive shares of Grizzly Common Stock pursuant to, and in accordance with, the terms of this Agreement. Immediately thereafter, the Agent shall distribute the shares of Grizzly Common Stock into which the shares of Spinco Common Stock that were distributed in the Distribution have been converted pursuant to the Merger, which shares shall be distributed on the same basis as the shares of Spinco Common Stock were distributed in the Distribution and to the Persons who received Spinco Common Stock in the Distribution. Each Person entitled to receive Spinco Common Stock in the Distribution shall be entitled to receive in respect of the shares of Spinco Common Stock distributed to such Person a certificate or book-entry authorization representing the number of whole shares of Grizzly Common Stock that such holder has the right to receive pursuant to this Section 3.2(b) (and cash in lieu of fractional shares of Grizzly Common Stock, as contemplated by Section 3.3) (and any dividends or distributions and other amounts pursuant to Section 3.2(c)). The Agent shall not be entitled to vote or exercise any rights of ownership with respect to Grizzly Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Georgia Gulf Corp /De/), Agreement and Plan of Merger (Georgia Gulf Corp /De/), Agreement and Plan of Merger (PPG Industries Inc)

AutoNDA by SimpleDocs

Distribution Procedures. At the Effective Time, all issued and outstanding shares of Spinco Vistana Common Stock shall be converted into the right to receive shares of Grizzly ILG Common Stock pursuant to, and in accordance with, the terms of this Agreement. Immediately thereafter, the Agent shall distribute the shares of Grizzly ILG Common Stock into which the shares of Spinco Vistana Common Stock that were distributed in the Distribution have been converted pursuant to the Merger, which shares shall be distributed on the same basis as the shares of Spinco Vistana Common Stock were distributed in the Distribution and to the Persons who received Spinco Vistana Common Stock in the Distribution. Each Person entitled to receive Spinco Vistana Common Stock in the Distribution shall be entitled to receive in respect of the shares of Spinco Vistana Common Stock distributed to such Person a certificate or book-entry authorization representing the number of whole shares of Grizzly ILG Common Stock that such holder has the right to receive pursuant to this Section 3.2(b3.02(b) (and cash in lieu of fractional shares of Grizzly ILG Common Stock, as contemplated by Section 3.33.03) (and any dividends or distributions and other amounts pursuant to Section 3.2(c3.02(c)). The Agent shall not be entitled to vote or exercise any rights of ownership with respect to Grizzly ILG Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Starwood Hotel & Resorts Worldwide, Inc)

AutoNDA by SimpleDocs

Distribution Procedures. At the Effective Time, all issued and outstanding shares of Spinco Vistana Common Stock shall be converted into the right to receive shares of Grizzly ILG Common Stock pursuant to, and in accordance with, the terms of this Agreement. Immediately Promptly thereafter, the Agent shall distribute the shares of Grizzly ILG Common Stock into which the shares of Spinco Vistana Common Stock that were distributed in the Distribution have been converted pursuant to the Merger, which shares shall be distributed on the same basis as the shares of Spinco Vistana Common Stock were distributed in the Distribution and to the Persons who received Spinco Vistana Common Stock in the Distribution. Each Person entitled to receive Spinco Vistana Common Stock in the Distribution shall be entitled to receive in respect of the shares of Spinco Vistana Common Stock distributed to such Person a certificate or book-entry authorization representing the number of whole shares of Grizzly ILG Common Stock that such holder has the right to receive pursuant to this Section 3.2(b3.02(b) (and cash in lieu of fractional shares of Grizzly ILG Common Stock, as contemplated by Section 3.33.03) (and any dividends or distributions and other amounts pursuant to Section 3.2(c3.02(c)). The Agent shall not be entitled to vote or exercise any rights of ownership with respect to Grizzly ILG Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vistana Signature Experiences, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.