Common use of Distributions with Respect to Unexchanged Shares of Company Common Stock Clause in Contracts

Distributions with Respect to Unexchanged Shares of Company Common Stock. Notwithstanding any other provisions of this Agreement, no dividends or other distributions on shares of Parent Common Stock shall be paid with respect to any share of Company Common Stock or other securities represented by a Certificate until such Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable Laws, following surrender of any such Certificate there shall be paid to the holder of certificates representing shares of Parent Common Stock issued in exchange therefor, without interest, (a) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such shares of Parent Common Stock and not paid, less the amount of any withholding taxes which may be required thereon, 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 surrender thereof and a payment date subsequent to surrender thereof payable with respect to such shares of Parent Common Stock, less the amount of any withholding taxes which may be required thereon. No holder of unsurrendered Certificates shall be entitled, until the surrender of such Certificate, to vote the shares of Parent Common Stock which such holder shall have the right to receive pursuant to this Article II.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/), Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/), Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/)

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Distributions with Respect to Unexchanged Shares of Company Common Stock. Notwithstanding any other provisions of this Agreement, no dividends or other distributions on All shares of Parent Common Stock to be issued pursuant to the First Company Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of Parent Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of shares of Parent Common Stock with a record date at or after the Effective Time shall be paid with respect to any share holder of Company Common Stock any unsurrendered Certificate until the Certificate (or other securities represented by affidavit of loss in lieu of a Certificate until such Certificate as provided in Section 3.7) is surrendered for exchange as provided hereinin accordance with this Article III. Subject to the effect of applicable LawsLaw, following surrender of any such Certificate there shall be issued or paid to the holder of certificates representing record of the whole shares of Parent Common Stock issued in exchange thereforfor Eligible Shares in accordance with Article II, without interest, (a) at the time of such surrender, the amount of dividends or other distributions with a record date at or after the Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid, less the amount of any withholding taxes which may be required thereon, and (b) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date at or after the Effective Time but and prior to surrender thereof and but with a payment date subsequent to surrender thereof payable with respect to such shares of Parent Common Stock, less the amount of any withholding taxes which may be required thereon. No holder of unsurrendered Certificates shall be entitled, until the surrender of such Certificate, to vote the shares of Parent Common Stock which such holder shall have the right to receive pursuant to this Article IIsurrender.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Nextier Oilfield Solutions Inc.)

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Distributions with Respect to Unexchanged Shares of Company Common Stock. Notwithstanding any other provisions of this Agreement, no dividends or other distributions on shares of Parent Tucows Common Stock shall be paid with respect to any share of Company Common Stock or other securities represented by a Certificate until such Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable Laws, following surrender of any such Certificate there shall be paid to the holder of certificates representing shares of Parent Tucows Common Stock issued in exchange therefor, without interest, (a) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such shares of Parent Tucows Common Stock and not paid, less the amount of any withholding taxes which may be are required thereon, 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 surrender thereof and a payment date subsequent to surrender thereof payable with respect to such shares of Parent Tucows Common Stock, less the amount of any withholding taxes which may be are required thereon. No holder of unsurrendered Certificates shall be entitled, until the surrender of such Certificate, to vote the shares of Parent Tucows Common Stock which such holder shall have the right to receive pursuant to this Article II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tucows Inc /Pa/)

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