Common use of Distributions With Respect to Unexchanged Parent Shares Clause in Contracts

Distributions With Respect to Unexchanged Parent Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Shares with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the Parent Shares represented thereby, and no cash payment in lieu of any fractional shares will be paid to any such holder pursuant to Section 2.2(e), until the holder of such Certificate surrenders such Certificate. Subject to the effect of escheat, tax or other applicable Laws, following surrender of any such Certificate, there will be paid to the holder of the certificates representing whole Parent Shares issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional Parent Share to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such whole Parent Shares and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole Parent Shares.

Appears in 3 contracts

Samples: Merger Agreement (Dex Media Inc), Merger Agreement (Dex Media West LLC), Merger Agreement (R H Donnelley Corp)

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Distributions With Respect to Unexchanged Parent Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Shares with a record date after the Effective Time will shall be paid to the holder of any unsurrendered Certificate with respect to the Parent Shares represented thereby, and no cash payment in lieu of any fractional shares will shall be paid to any such holder pursuant to Section 2.2(e2.02(e), until the holder of such Certificate surrenders shall surrender such CertificateCertificate in accordance with this Section 2.02. Subject to the effect of escheat, tax or other applicable LawsLaws (as defined in Section 3.06(a)), following surrender of any such Certificate, there will shall be paid to the holder of the certificates representing whole Parent Shares issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional Parent Share to which such holder is entitled pursuant to Section 2.2(e2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid payable with respect to such whole Parent Shares and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole Parent Shares.

Appears in 1 contract

Samples: Merger Agreement (Actionpoint Inc)

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