Common use of Distributions with Respect to Unexchanged Certificates Clause in Contracts

Distributions with Respect to Unexchanged Certificates. No dividends or other distributions declared or made with respect to shares of Monsanto Common Stock or Monsanto Convertible Preferred Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the certificate representing shares of Monsanto Common Stock or Monsanto Convertible Preferred Stock, as the case may be, that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Monsanto Common Stock shall be paid to any such holder pursuant to Section 2.5 until such holder shall surrender such Certificate in accordance with Section 2.2. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such holder of shares of Monsanto Common Stock or Monsanto Convertible Preferred Stock, as the case may be, issuable in exchange therefor, without interest, (a) promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of Monsanto Common Stock to which such holder is entitled pursuant to Section 2.5 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Monsanto Common Stock or such shares of Monsanto Convertible Preferred Stock, as the case may be, and (b) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of Monsanto Common Stock or Monsanto Convertible Preferred Stock, as the case may be.

Appears in 2 contracts

Samples: Merger Agreement (Pharmacia Corp /De/), Merger Agreement (Pharmacia & Upjohn Inc)

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Distributions with Respect to Unexchanged Certificates. No dividends or other distributions declared or made with respect to shares of Monsanto WAXS Common Stock or Monsanto Convertible Preferred Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered unexchanged Certificate with respect to the certificate representing shares of Monsanto WAXS Common Stock or Monsanto Convertible Preferred Stock, as the case may be, that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Monsanto WAXS Common Stock shall be paid to any such holder pursuant to Section 2.5 2.4 until such holder shall surrender such Certificate in accordance with Section 2.2. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such holder of shares of Monsanto WAXS Common Stock or Monsanto Convertible Preferred Stock, as the case may be, issuable in exchange therefor, without interest, (a) promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of Monsanto WAXS Common Stock to which such holder is entitled pursuant to Section 2.5 2.4 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Monsanto WAXS Common Stock or such shares of Monsanto Convertible Preferred Stock, as the case may be, and (b) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of Monsanto WAXS Common Stock or Monsanto Convertible Preferred Stock, as the case may be.

Appears in 2 contracts

Samples: Merger Agreement (World Access Inc /New/), Merger Agreement (Star Telecommunications Inc)

Distributions with Respect to Unexchanged Certificates. No dividends or other distributions declared or made with respect to shares of Monsanto AMCON Common Stock or Monsanto AMCON Series B Convertible Preferred Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the certificate representing shares of Monsanto AMCON Common Stock or Monsanto AMCON Series B Convertible Preferred Stock, as the case may be, that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Monsanto AMCON Common Stock shall be paid to any such holder pursuant to Section 2.5 2.4 until such holder shall surrender such Certificate in accordance with Section 2.22.9. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such holder of shares of Monsanto AMCON Common Stock or Monsanto AMCON Series B Convertible Preferred Stock, as the case may be, issuable in exchange therefor, without interest, (a) promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of Monsanto AMCON Common Stock to which such holder is entitled pursuant to Section 2.5 2.4 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Monsanto AMCON Common Stock or such shares of Monsanto AMCON Series B Convertible Preferred Stock, as the case may be, and (b) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of Monsanto AMCON Common Stock or Monsanto AMCON Series B Convertible Preferred Stock, as the case may be.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hawaiian Natural Water Co Inc)

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Distributions with Respect to Unexchanged Certificates. No dividends or other distributions declared or made with respect to shares of Monsanto AMCON Common Stock or Monsanto AMCON Series B Convertible Preferred Stock Stock, as the case may be, with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the certificate representing shares of Monsanto AMCON Common Stock or Monsanto AMCON Series B Convertible Preferred Stock, as the case may be, that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Monsanto AMCON Common Stock shall be paid to any such holder pursuant to Section 2.5 2.4 until such holder shall surrender such Certificate in accordance with Section 2.22.9. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to such holder of shares of Monsanto AMCON Common Stock or Monsanto AMCON Series B Convertible Preferred Stock, as the case may be, issuable in exchange therefor, without interest, (a) promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of Monsanto AMCON Common Stock to which such holder is entitled pursuant to Section 2.5 2.4 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Monsanto AMCON Common Stock or such shares of Monsanto AMCON Series B Convertible Preferred Stock, as the case may be, and (b) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of Monsanto AMCON Common Stock or Monsanto AMCON Series B Convertible Preferred Stock, as the case may be.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hawaiian Natural Water Co Inc)

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