Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)), there shall be issued and/or paid to the holder of the whole shares of Parent Common Stock issued in exchange therefor, without interest thereon, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, but with a payment date subsequent to surrender. (ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (Twenty-First Century Fox, Inc.), Merger Agreement (Walt Disney Co/)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever if a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate or Book-Entry Shares until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g3.03(f)) is or Book-Entry Shares are surrendered for exchange in accordance with this Article IIIII. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g3.03(f))) or Book-Entry Shares, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 4 contracts
Samples: Merger Agreement (CU Bancorp), Merger Agreement (Pacwest Bancorp), Merger Agreement (Pacwest Bancorp)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Holdco Common Stock to be issued pursuant to the Initial Wax Merger shall be deemed issued and outstanding as of the First Wax Effective Time and whenever a dividend or other distribution is declared by Parent Holdco in respect of the Parent Holdco Common Stock, the record date for which is after the First Wax Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Holdco Common Stock issuable issued in the Initial Wax Merger. No dividends or other distributions in respect of the Parent Holdco Common Stock issued pursuant to the Initial Wax Merger shall be paid to any holder of any unsurrendered Company Certificate until such Company Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g2.05(g)) is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable Laws, following surrender of any such Company Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g2.05(g)), there shall be issued credited and/or paid to the holder of the whole shares of Parent Holdco Common Stock issued in exchange therefor, if any, without interest thereon, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Wax Effective Time theretofore payable with respect to such whole shares of Parent Holdco Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Holdco Common Stock with a record date after the First Wax Effective Time, but with a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates Company Certificates, other than in respect of the Hook Stock, shall be entitled to vote after the First Wax Effective Time at any meeting of Parent Holdco stockholders with a record date at or after the First Wax Effective Time the number of whole shares of Parent Holdco Common Stock represented by such Company Certificates, regardless of whether such holders have exchanged their Company Certificates.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fox Corp), Amended and Restated Agreement and Plan of Merger (New Fox, Inc.), Agreement and Plan of Merger (Walt Disney Co/)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g4.2(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g4.2(g)), there shall be issued and/or paid to the holder of the whole shares of Parent Common Stock issued in exchange therefor, without interest thereon, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, but with a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Time Warner Inc.), Merger Agreement (At&t Inc.)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore and a payment date on or prior to such time of surrender payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Holders of unsurrendered Certificates who were the registered holders at the Effective Time shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders (or consent in connection with a record date at or after the First Effective Time any consent in lieu of meeting) the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 3 contracts
Samples: Merger Agreement (Usf&g Corp), Merger Agreement (St Paul Companies Inc /Mn/), Merger Agreement (St Paul Companies Inc /Mn/)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the such Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article III (or in compliance with the provisions of Section 1.9 of this Agreement, as applicable). Subject to the effect of applicable LawsLegal Requirements, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date at or after the First Effective Time theretofore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Parent Common Stock and not previously paid with respect to such shares and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date at or after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered After the Effective Time, registered holders of unsurrendered Certificates shall be entitled to receive notice of, and vote after the First Effective Time at at, any meeting of Parent Parent’s stockholders with a record date at or after the First Effective Time at any meeting of Parent’s stockholders with a record date at or after the Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, as the case may be, regardless of whether such holders have exchanged surrendered their CertificatesCertificates or delivered duly executed transmittal materials.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Internap Network Services Corp), Merger Agreement (Vitalstream Holdings Inc), Merger Agreement (Vitalstream Holdings Inc)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent ICE Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent ICE in respect of the Parent ICE Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent ICE Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate Book Entry Interests until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIthe Instructions have been delivered to the Exchange Agent. Subject to the effect of applicable Laws, following surrender delivery to the Exchange Agent of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Instructions, there shall be issued and/or paid to the holder of the whole shares of Parent ICE Common Stock issued in exchange thereforfor Membership Interests, without interest thereoninterest, (A) at promptly after the time of such surrenderdelivery of such Instructions, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent ICE Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent ICE Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrendersuch delivery.
(ii) Registered holders Holders of unsurrendered Certificates Book Entry Interests in respect of which such Instructions have not been delivered shall be entitled to vote after the First Effective Time at any meeting of Parent ICE stockholders with a record date at or after the First Effective Time the number of whole shares of Parent ICE Common Stock represented by such CertificatesBook Entry Interests, regardless of whether such holders have exchanged their Certificatesdelivered such Instructions to the Exchange Agent.
Appears in 3 contracts
Samples: Merger Agreement (Intercontinentalexchange Inc), Merger Agreement (Intercontinentalexchange Inc), Merger Agreement (Intercontinentalexchange Inc)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 3 contracts
Samples: Merger Agreement (Occidental Petroleum Corp /De/), Merger Agreement (Vintage Petroleum Inc), Merger Agreement (Augat Inc)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV or to the holder of any Book Entry Shares until the instructions for transfer and cancellation provided in this Article IV have been delivered to the Exchange Agent. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit delivery to the Exchange Agent of loss in lieu thereof as provided in Section 2.03(g))such instructions with respect to Book Entry Shares, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrendersurrender or delivery of such instructions, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Holders of unsurrendered Certificates or Book Entry Shares in respect of which such instructions for transfer and cancellation have not been delivered, shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their CertificatesCertificates or delivered such instructions to the Exchange Agent with respect to Book Entry Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Archipelago Holdings Inc), Agreement and Plan of Merger (Archipelago Holdings Inc)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock NASDAQ OMX Shares and ICE Shares to be issued pursuant to paid as a portion of the Initial Merger Consideration shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent either NASDAQ OMX or ICE, as the case may be, in respect of the Parent Common StockNASDAQ OMX Shares or the ICE Shares, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock NASDAQ OMX Shares or ICE Shares issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to NASDAQ OMX Shares or the Initial Merger ICE Shares shall be paid to any holder of any unsurrendered Certificate Book-Entry Interests until such Certificate (or affidavit of loss in lieu thereof as the instructions for transfer and cancellation provided in Section 2.03(g)) is surrendered for exchange this Article II and in accordance with this Article IIthe terms of the Transmittal Letter, and such other documents as may reasonably be required by the Exchange Agent pursuant to Section 2.1(a), have been delivered to the Exchange Agent. Subject to the effect of applicable Laws, following surrender delivery to the Exchange Agent of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))instructions with respect to Book-Entry Interests, there shall be issued and/or paid to the holder of the whole shares of Parent Common Stock NASDAQ OMX Shares and ICE Shares issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrendersurrender or delivery of such instructions, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock NASDAQ OMX Shares or ICE Shares, as the case may be, and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock NASDAQ OMX Shares or ICE Shares, as the case may be, with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 2 contracts
Samples: Merger Agreement (Nasdaq Omx Group, Inc.), Merger Agreement (Intercontinentalexchange Inc)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No pursuant to this Agreement, provided that no dividends or other distributions declared or made in respect of the Parent Common Stock issued pursuant to after the Initial Merger Effective Time shall be paid to any the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange shall surrender such Certificate in accordance with this Article IIIV. Subject Thereafter, subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 2 contracts
Samples: Merger Agreement (American General Corp /Tx/), Merger Agreement (Western National Corp)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g4.2(g)) is surrendered for exchange in accordance with this Article IIARTICLE IV. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g4.2(g)), there shall be issued and/or paid to the holder of the whole shares of Parent Common Stock issued in exchange therefor, without interest thereon, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, but with a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 2 contracts
Samples: Merger Agreement (Directv), Merger Agreement (At&t Inc.)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time Time, and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the such Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate or Book-Entry Company Shares for which a Registered Letter of Transmittal shall not have been delivered, until such Certificate (or affidavit affidavits of loss in lieu thereof as provided in Section 2.03(g)thereof) is surrendered for exchange or such Registered Letter of Transmittal is delivered, as the case may be, in accordance with this Article IIIV. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit affidavits of loss in lieu thereof thereof) or delivery of any such Registered Letter of Transmittal, as provided in Section 2.03(g))the case may be, there shall be issued and/or paid to the holder of the Book-Entry Parent Shares or the certificates representing whole shares of Parent Common Stock Stock, as the case may be, issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrendersurrender or delivery, as the case may be, the dividends or other distributions with a record date at or after the First Effective Time theretofore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Parent Common Stock and not previously paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date at or after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders surrender or delivery, as the case may be. Holders of unsurrendered Certificates or Book-Entry Company Shares shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such CertificatesCertificates or Book-Entry Company Shares, regardless of whether such holders have exchanged their Certificatescertificates.
Appears in 2 contracts
Samples: Merger Agreement (Verifone Systems, Inc.), Merger Agreement (Hypercom Corp)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the such Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate or undelivered Ownership Evidence until such Certificate (Ownership Evidence is provided to the Exchange Agent or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange Parent in accordance with this Article IIIV. Subject to the effect of applicable Laws, following surrender or delivery, as applicable, of any such Certificate (Ownership Evidence to the Exchange Agent or affidavit of loss Parent in lieu thereof as provided in Section 2.03(g))accordance with this Article IV, there shall be issued and/or paid to the holder of the Ownership Evidence representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrendersurrender or delivery, as the case may be, the dividends or other distributions with a record date at or after the First Effective Time theretofore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Parent Common Stock and not previously paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date at or after the First Effective Time, Time on the Closing Date but with a payment date subsequent to surrendersurrender or delivery and not previously paid.
(ii) Registered holders of unsurrendered Certificates or undelivered Ownership Evidence shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders Parent’s shareholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented evidenced by such CertificatesOwnership Evidence, regardless of whether such holders have exchanged surrendered or delivered, as applicable, their CertificatesOwnership Evidence.
Appears in 2 contracts
Samples: Merger Agreement (Talx Corp), Merger Agreement (Equifax Inc)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time Time, and whenever if a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate or Book-Entry Shares until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g3.03(f)) is or Book-Entry Shares are surrendered for exchange in accordance with this Article IIIII. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g3.03(f))) or Book-Entry Shares, there shall be issued and/or paid to the holder of the a certificate or evidence of shares in book-entry form, as applicable, representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 2 contracts
Samples: Merger Agreement (Banc of California, Inc.), Merger Agreement (Pacific Mercantile Bancorp)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock Consideration to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common StockShares, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of the Stock Consideration, and Parent Common Stock issuable shall make available to the Exchange Agent such dividend or distribution in the Initial Mergeraccordance with Section 3.2(b). No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger Consideration shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article II3. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock Consideration issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock Consideration and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock Consideration with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented Consideration entitled to be received by such Certificatesholders pursuant to Section 3.1 hereof, regardless of whether such holders have exchanged their Certificates.
Appears in 2 contracts
Samples: Merger Agreement (Radiologix Inc), Merger Agreement (Primedex Health Systems Inc)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No pursuant to this Agreement, provided that no dividends or other distributions declared or made in respect of the Parent Common Stock issued pursuant to after the Initial Merger Effective Time shall be paid to any the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange shall surrender such Certificate in accordance with this Article IISection 1.9. Subject Thereafter, subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date at or after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date at or after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 2 contracts
Samples: Merger Agreement (Supervalu Inc), Merger Agreement (Richfood Holdings Inc)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No pursuant to this Agreement, but no dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange thereforfor such Certificate, in each case without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective TimeTime and a payment date on or prior to the date of such surrender which have not been paid or delivered and (B) at the appropriate payment date, the dividends or other distributions payable or deliverable with respect to such whole shares of Parent Common Stock with a record date after the Effective Time but with a payment or delivery date subsequent to the date of such surrender.
(ii) Registered holders Holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 2 contracts
Samples: Merger Agreement (Accredo Health Inc), Merger Agreement (Medco Health Solutions Inc)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No pursuant to this Agreement; PROVIDED THAT no dividends or other distributions declared or made in respect of the Parent Common Stock issued pursuant to Stock, with a record date that is 180 days or more after the Initial Merger Effective Time shall be paid to any the holder of any unsurrendered Certificate until the holder of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange shall surrender such Certificate in accordance with this Article II. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the such holder of the whole shares of Parent Common Stock issued issuable in exchange therefortherefore, without interest thereoninterest, (Aa) at the time amount of any cash payable in lieu of fractional shares of Parent Common Stock to which such surrender, holder is entitled pursuant to Section 2.4 and the amount of dividends or other distributions with a record date after the First Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock and not paid Stock, and (Bb) 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 after the First Effective Time, Time but with prior to such surrender and a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates shall be entitled such surrender payable with respect to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole such shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their CertificatesStock.
Appears in 2 contracts
Samples: Merger Agreement (Outdoor Channel Holdings Inc), Merger Agreement (Outdoor Channel Holdings Inc)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever if ever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit affidavits of loss in lieu thereof as provided in Section 2.03(g3.03(g)) is surrendered for exchange in accordance with this Article IIIII. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit affidavits of loss in lieu thereof as provided in Section 2.03(g3.03(g)), there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 2 contracts
Samples: Merger Agreement (Community Bancorp Inc), Merger Agreement (First Community Bancorp /Ca/)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in respect of the shares of Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall must include dividends or other distributions in respect of all shares of Parent Common Stock issuable pursuant to this Agreement and the dividends or other distributions payable in the Initial Mergerrespect of any such shares of Parent Common Stock not then issued in exchange for surrendered Certificates. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall will be paid to any holder of any unsurrendered Certificate until such the Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article II. V. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))the Certificate, there shall will be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such those whole shares of Parent Common Stock and not previously paid to the holder and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such those whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates shall will be entitled to vote after the First Effective Time Time, at any meeting of Parent Parent’s stockholders with a record date at or after the First Effective Time Time, the number of whole shares of Parent Common Stock represented by such those Certificates, as the case may be, regardless of whether such those holders have exchanged surrendered their CertificatesCertificates or delivered duly executed transmittal materials.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Black Hills Corp /Sd/)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever if a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate or Book-Entry Shares until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g3.02(g)) is or Book-Entry Shares are surrendered for exchange in accordance with this Article IISection 3.02(c). Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g3.02(g))) or Book-Entry Shares, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (Ai) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (Bii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 2 contracts
Samples: Merger Agreement (CVB Financial Corp), Merger Agreement (CVB Financial Corp)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 2 contracts
Samples: Merger Agreement (SBC Communications Inc), Merger Agreement (At&t Corp)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the First Effective Time, that declaration shall include dividends Dividends or other distributions in declared or made after the Effective Time with respect of all shares of Parent to Park Common Stock issuable in Shares with a record date after the Initial Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant Effective Time shall be paid to the Initial Merger holder of any unsurrendered First-Knox Xxxtificate with respect to the Park Common Shares represented thereby, and any cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e), promptly after surrender of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIFirst-Knox Xxxtificate by the holder thereof. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))First-Knox Xxxtificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Park Common Stock Shares issued in exchange therefor, without interest thereoninterest, (A) at as promptly as practicable after the time of such surrender, the amount of any cash payable with respect to a fractional Park Common 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 First Effective Time theretofore payable paid (but withheld pursuant to the immediately preceding sentence) with respect to such whole shares of Parent Park Common Stock and not paid Shares, 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 and a payment date subsequent to surrender payable with respect to such whole shares of Parent Park Common Stock with a record date after the First Effective Time, but with a payment date subsequent to surrenderShares.
(ii) Registered Former holders of unsurrendered Certificates record as of the Effective Time of First-Knox Xxxmon Shares shall not be entitled to vote after their Park Common Shares into which their First-Knox Xxxmon Shares shall have been converted on matters submitted to the First Effective Time at any meeting shareholders of Parent stockholders Park until the First-Knox Xxxtificates formerly representing such shares shall have been surrendered in accordance with a record date at this Section 2.2 or after the First Effective Time the number of whole shares of Parent certificates evidencing such Park Common Stock represented by such Certificates, regardless of whether such holders Shares shall have exchanged their Certificatesbeen issued in exchange therefor.
Appears in 2 contracts
Samples: Merger Agreement (First Knox Banc Corp), Merger Agreement (Park National Corp /Oh/)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Delaware Common Stock to be issued delivered pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent WorldSpace Delaware in respect of the Parent any class of Delaware Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Delaware Common Stock of such class issuable in the Initial Merger. No pursuant to this Agreement, provided that no dividends or other distributions declared or made in respect of the Parent Delaware Common Stock issued pursuant to with a record date that is ten days or more after the Initial Merger Effective Time shall be paid to any the holder of any unsurrendered Certificate with respect to the shares of Delaware Common Stock represented thereby until the holder of such Certificate (shall surrender such Certificate or deliver an affidavit of loss and, if reasonably required by WorldSpace Delaware, indemnity bond in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the whole certificates representing shares of Parent Delaware Common Stock issued delivered in exchange thereforthereof, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date at or after the First Effective Time theretofore therefore payable with respect to such whole shares of Parent Delaware Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Delaware Common Stock with a record date at or after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders . Holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent WorldSpace Delaware stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Delaware Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 2 contracts
Samples: Securities Purchase Agreement (WorldSpace, Inc), Merger Agreement (WorldSpace, Inc)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent DIMON Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent DIMON in respect of the Parent DIMON Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No pursuant to this Agreement, provided that no dividends or other distributions declared or made in respect of the Parent DIMON Common Stock issued pursuant to after the Initial Merger Effective Time shall be paid to any the holder of any unsurrendered Certificate with respect to the shares of DIMON Common Stock represented thereby until the holder of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange shall surrender such Certificate in accordance with this Article IISection 1.9. Subject Thereafter, subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent DIMON Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent DIMON Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent DIMON Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Holders of unsurrendered Certificates representing Merger Consideration shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time DIMON shareholders the number of whole shares of Parent DIMON Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Standard Commercial Corp), Agreement and Plan of Reorganization (Dimon Inc)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions so declared in respect of the such Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IISection 4.2. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange thereforfor such Certificate, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date that is at or after the First Effective Time theretofore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Parent Common Stock and not previously paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date at or after the First Effective Time, Time but with a payment date subsequent to surrender. For purposes of dividends or other distributions in respect of shares of Parent Common Stock, all shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 2 contracts
Samples: Merger Agreement (Premark International Inc), Merger Agreement (Premark International Inc)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued delivered pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No pursuant to this Agreement, provided that no dividends or other distributions declared or made in respect of the Parent Common Stock issued pursuant to with a record date that is 10 days or more after the Initial Merger Effective Time shall be paid to any the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of such Certificate (shall surrender such Certificate or affidavit of loss and, if reasonably required by Parent, indemnity bond in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued delivered in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, but with a payment date subsequent to surrender.dividends
(ii) Registered holders Holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares; Voting. (i1) All shares of Parent Common Stock to be issued pursuant to the Initial NYSE/AMEX Merger (excluding shares to be issued pursuant to Section 6.17) shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergersuch shares. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate Membership Interest until such Certificate (or affidavit of loss in lieu thereof as the instructions for transfer and cancellation provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIII have been delivered to the Exchange Agent. Subject to the effect of applicable Laws, following surrender delivery to the Exchange Agent of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))instructions, there shall be issued and/or paid to the Membership Interest holder of the whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrenderdelivery of such instructions, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii2) Registered holders Holders of unsurrendered Certificates Membership Interests in respect of which such instructions for transfer and cancellation have not been delivered shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such CertificatesMembership Interests (excluding shares to be issued pursuant to Section 6.17), regardless of whether such holders have exchanged their Certificatesdelivered such instructions to the Exchange Agent with respect to the Membership Interests held by them.
Appears in 1 contract
Samples: Merger Agreement (NYSE Euronext)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable LawsLaws (as defined in Section 5.1(d)), following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIII. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the such Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Parent Common Stock and not previously paid with respect to such shares and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent Parent’s stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, as the case may be, regardless of whether such holders have exchanged surrendered their CertificatesCertificates or delivered duly executed transmittal materials.
Appears in 1 contract
Samples: Merger Agreement
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Company Common Stock to be issued pursuant to the Initial Merger Mergers shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent the Company in respect of the Parent Company Common Stock, the record date for which dividend or other distribution is after the First Effective Time, that such declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in pursuant to this Agreement. Notwithstanding the Initial Merger. No foregoing, no dividends or other distributions in with respect to shares of the Parent Company Common Stock issued pursuant with a record date after the Effective Time shall be delivered to the Initial Merger holder of any unsurrendered Certificate with respect to the shares of Company Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder of any unsurrendered Certificate pursuant to Section 2.1(g), until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is has been surrendered for exchange in accordance with this Article II. Subject to the effect of applicable Applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid delivered to the record holder of the whole shares of Parent Common Stock issued in exchange thereforthereof, without interest thereoninterest, (Ai) at the time of promptly after such surrender, the number of whole shares of Company Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.1(g) and the amount of dividends or other distributions with a record date after the First Effective Time theretofore paid with respect to such whole shares of Company Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Company Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, but with a payment date subsequent to surrenderStock.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 1 contract
Samples: Merger Agreement (Lumera Corp)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is after the First Effective Time, that declaration shall include dividends Dividends or other distributions in declared or made after the Effective Time with respect of all shares of Parent Common Stock issuable in to Park Shares with a record date after the Initial Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant Effective Time shall be paid to the Initial Merger holder of any unsurrendered SNB Certificate with respect to the Park Shares represented thereby, and any cash payment in lieu of fractional Park Shares shall be paid to any such holder pursuant to Section 2.02(e), only after surrender of any unsurrendered such SNB Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIby the holder thereof. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))SNB Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock Park Shares issued in exchange therefor, without interest thereoninterest, (A) at as promptly as practicable after the time of such surrender, the amount of any cash payable with respect to a fractional Park Share interest to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the First Effective Time theretofore payable paid (but withheld pursuant to the immediately preceding sentence) with respect to such whole shares of Parent Common Stock and not paid Park Shares, 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 and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, but with a payment date subsequent to surrenderPark Shares.
(ii) Registered Former holders of unsurrendered Certificates record as of the Effective Time of SNB Shares shall not be entitled to vote after the First Effective Time at any meeting Park Shares into which their SNB Shares shall have been converted on matters submitted to the shareholders of Parent stockholders Park until the SNB Certificates formerly representing such SNB Shares shall have been surrendered in accordance with a record date at this Section 2.02 or after the First Effective Time the number of whole shares of Parent Common Stock represented by certificates evidencing such Certificates, regardless of whether such holders Park Shares shall have exchanged their Certificatesbeen issued in exchange therefor.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever Whenever a dividend or other distribution is declared by Parent SBC in respect of the Parent SBC Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent SBC Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent such SBC Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate or Registered Company Shares for which a Registered Letter of Transmittal shall not have been delivered, until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange or such Registered Letter of Transmittal is delivered, as the case may be, in accordance with this Article IIIV. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit delivery of loss in lieu thereof any such Registered Letter of Transmittal, as provided in Section 2.03(g))the case may be, there shall be issued and/or paid to the holder of the Registered SBC Shares or the certificates representing whole shares of Parent SBC Common Stock Stock, as the case may be, issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrendersurrender or delivery, as the case my be, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Parent SBC Common Stock and not previously paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent SBC Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrendersurrender or delivery, as the case may be. For purposes of dividends or other distributions in respect of shares of SBC Common Stock, all shares of SBC Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time.
(ii) Registered holders of unsurrendered Certificates or Registered Company Shares for which a duly executed Registered Letter of Transmittal shall not have been delivered shall be entitled to vote after the First Effective Time at any meeting of Parent SBC stockholders with a record date at or after the First Effective Time the number of whole shares of Parent SBC Common Stock represented by such CertificatesCertificates or Registered Company Shares, as the case may be, regardless of whether such holders have exchanged surrendered their CertificatesCertificates or delivered duly executed Registered Letters of Transmittal, as the case may be.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares; Voting. (i) All To the fullest extent permitted by all laws, statutes, orders, rules or regulations promulgated, or judgments, decisions or orders entered, by any Governmental Authority (as defined in Section 3.5(e)), in each case, to the extent applicable (collectively, “Applicable Laws”), all shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a if any dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Stock Certificate until such Stock Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable all Applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Stock Certificate, there shall be issued and/or and paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions (1) with a record date at or after the First Effective Time theretofore payable and a payment date on or before such surrender with respect to such whole shares of Parent Common Stock and (2) not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered To the fullest extent permitted by Applicable Laws, holders of unsurrendered Stock Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time Stockholders (as defined in Section 4.4) the number of whole shares of Parent Common Stock represented by such Stock Certificates, regardless of whether such holders have exchanged their Stock Certificates.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit affidavits of loss in lieu thereof of the Certificate as provided in Section 2.03(g3.3(g)) is surrendered for exchange in accordance with this Article IIIII. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit affidavits of loss in lieu thereof of the Certificate as provided in Section 2.03(g3.3(g)), there shall be issued and/or paid to the holder of the certificates or book entry shares representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent Parent’s stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Company Common Stock to be issued pursuant to the Initial Merger Mergers shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent the Company in respect of the Parent Company Common Stock, the record date for which dividend or other distribution is after the First Effective Time, that such declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in pursuant to this Agreement. Notwithstanding the Initial Merger. No foregoing, no dividends or other distributions in with respect to shares of the Parent Company Common Stock issued pursuant with a record date after the Effective Time shall be delivered to the Initial Merger holder of any unsurrendered Certificate with respect to the shares of Company Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder of any unsurrendered Certificate pursuant to Section 2.1(g), until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is has been surrendered for exchange in accordance with this Article II. Subject to the effect of applicable Applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid delivered to the record holder of the whole shares of Parent Common Stock issued in exchange thereforthereof, without interest thereoninterest, (Ai) at the time of promptly after such surrender, the number of whole shares of Company Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.1(g) and the amount of dividends or other distributions with a record date after the First Effective Time theretofore paid with respect to such whole shares of Company Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Company Common Stock and not paid and (BStock. Notwithstanding any provision to the contrary in Section 2.1(a), 2.1(d) at the appropriate payment dateor 2.2(b), the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, but with a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent Company stockholders with a record date at or after the First Effective Time the that number of whole shares of Parent Company Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 1 contract
Samples: Merger Agreement (Us Lec Corp)
Distributions with Respect to Unexchanged Shares; Voting. (ia) All shares of Parent Common Stock and Parent Convertible Preferred Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or Parent Convertible Preferred Stock, as the case may be, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No pursuant to this Agreement; provided that no dividends or other distributions declared or made in respect of the Parent Common Stock issued pursuant to or Parent Convertible Preferred Stock, as the Initial Merger case may be, with a record date that is 180 days or more after the Effective Time shall be paid to any the holder of any unsurrendered Certificate until the holder of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange shall surrender such Certificate in accordance with this Article II. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the such holder of the whole shares of Parent Common Stock issued in exchange therefor, without interest thereon, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, but with a payment date subsequent to surrender.Convertible Preferred Stock
(iib) Registered For a period of one year following the Closing, holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock and Parent Convertible Preferred Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 1 contract
Samples: Merger Agreement (Pfizer Inc)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock Shares to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common StockShares, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger Shares shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit affidavits of loss in lieu thereof as provided in Section 2.03(g4.2(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit affidavits of loss in lieu thereof as provided in Section 2.03(g4.2(g)), there shall be issued and/or paid in cash to the holder of the certificates representing whole shares of Parent Common Stock Shares issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore and a payment date prior to the date of surrender payable with respect to such whole shares of Parent Common Stock Shares and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock Shares with a record date after the First Effective Time, Time but with a payment date subsequent to the date of surrender.
(ii) Registered holders Holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time shareholders the number of whole shares of Parent Common Stock Shares represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger Amalgamation shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate Shares until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is Shares are surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Shares, there shall be issued and/or paid to the such holder of the Shares, certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Any holder of unsurrendered Certificates Shares shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such CertificatesShares, regardless of whether such holders have exchanged their Certificatessurrendered such Shares.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No pursuant to this Agreement, provided that no dividends or other distributions declared or made in respect of the Parent Common Stock issued pursuant to after the Initial Merger Effective Time shall be paid to any the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange shall surrender such Certificate in accordance with this Article IISection 2.4. Subject Thereafter, subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date at or after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date at or after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in Arch with respect of the Parent to Arch Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in with respect of to all shares of Parent Arch Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in with respect of the Parent to such Arch Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or or paid to the holder of the whole certificates representing shares of Parent Arch Common Stock issued in exchange therefor, without interest thereon, interest: (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Parent Arch Common Stock and not paid previously paid; and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Arch Common Stock with a record date after the First Effective Time, Time and prior to the date of issuance of such shares of Arch Common Stock but with a payment date subsequent to surrender. For purposes of dividends or other distributions with respect to shares of Arch Common Stock, all such shares to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time.
(ii) Registered At any meeting of stockholders of Arch with a record date at or after the Effective Time, registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Arch Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates; provided, however, that any such vote shall be at the times, upon the conditions, and in the manner prescribed by the certificate of incorporation and bylaws of Arch.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Holders of unsurrendered Certificates shall be entitled to vote vote, after the First Effective Time Time, at any meeting of Parent stockholders with a record date at or after the First Effective Time of Parent, the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 1 contract
Samples: Merger Agreement (Comps Com Inc)
Distributions with Respect to Unexchanged Shares; Voting. (i) All ------------------------------------------------ shares of Parent CYTYC Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of at the First Effective Time and whenever a dividend or other distribution is declared by Parent CYTYC in respect of the Parent CYTYC Common Stock, the record date for which is on or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIAgreement. Subject to the effect of applicable Lawslaws, following surrender of any such PRO DUCT Certificate (or affidavit of loss in lieu thereof as provided in pursuant to Section 2.03(g))2.8, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent CYTYC Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent CYTYC Common Stock and not paid and (B) at the appropriate payment datepaid, the dividends or other distributions payable with respect after giving effect to such whole shares of Parent Common Stock with a record date after the First Effective Time, but with a payment date subsequent to surrender.
(ii) Registered holders any required tax withholdings. Holders of unsurrendered PRO DUCT Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent CYTYC stockholders with a record date at or after the First Effective Time the number of whole shares of Parent CYTYC Common Stock represented by such PRO DUCT Certificates, regardless of whether such holders have exchanged their PRO DUCT Certificates.
Appears in 1 contract
Samples: Merger Agreement (Cytyc Corp)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIARTICLE III. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore and a payment date on or prior to such time of surrender payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Holders of unsurrendered Certificates who were the registered holders at the Effective Time shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders (or consent in connection with any consent of stockholders in lieu of a record date at or after the First Effective Time meeting) the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 1 contract
Samples: Merger Agreement (Youth Services International Inc)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certifi- xxxxx representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIII. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore and a payment date on or prior to such time of surrender payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Holders of unsurrendered Certificates who were the registered holders at the Effective Time shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders (or consent in connection with any consent of stockholders in lieu of a record date at or after the First Effective Time meeting) the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Share Certificate until such Share Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IISection 4. Subject to the effect of applicable Laws, following Following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Share Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or and other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock and not paid and (B) at the appropriate payment date, the dividends or and other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Holders of unsurrendered Share Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by which such holder thereof is entitled to receive upon exchange of such Share Certificates, regardless of whether such holders have exchanged their Share Certificates.
Appears in 1 contract
Samples: Merger Agreement (Applied Science & Technology Inc)
Distributions with Respect to Unexchanged Shares; Voting. (ia) All shares of Parent Riverwood Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent Riverwood in respect of the Parent Riverwood Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No pursuant to this Agreement; provided, that no dividends or other distributions declared or made in respect of the Parent Riverwood Common Stock issued pursuant to with a record date that is 180 days or more after the Initial Merger Effective Time shall be paid to any the holder of any unsurrendered Certificate until the holder of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange shall surrender such Certificate in accordance with this Article II. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the such holder of the whole shares of Parent Riverwood Common Stock issued issuable in exchange therefor, without interest thereoninterest, (Ai) at promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of Riverwood 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 First Effective Time theretofore payable paid with respect to such whole shares of Parent Riverwood Common Stock and not paid Stock, and (Bii) 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 after the First Effective Time, Time but with prior to such surrender and a payment date subsequent to surrendersuch surrender payable with respect to such shares of Riverwood Common Stock.
(iib) Registered For a period of one year following the Closing, holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent Riverwood stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Riverwood Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
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Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever Whenever a dividend or other distribution is declared by Parent SBC in respect of the Parent SBC Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent SBC Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent such SBC Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate or Registered Company Shares for which a Registered Letter of Transmittal shall not have been delivered, until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange or such Registered Letter of Transmittal is delivered, as the case may be, in accordance with this Article IIIV. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit delivery of loss in lieu thereof any such Registered Letter of Transmittal, as provided in Section 2.03(g))the case may be, there shall be issued and/or paid to the holder of the Registered SBC Shares or the certificates representing whole shares of Parent SBC Common Stock Stock, as the case may be, issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrendersurrender or delivery, as the case may be, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Parent SBC Common Stock and not previously paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent SBC Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrendersurrender or delivery, as the case may be. For purposes of dividends or other distributions in respect of shares of SBC Common Stock, all shares of SBC Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time.
(ii) Registered holders of unsurrendered Certificates or Registered Company Shares for which a duly executed Registered Letter of Transmittal shall not have been delivered shall be entitled to vote after the First Effective Time at any meeting of Parent SBC stockholders with a record date at or after the First Effective Time the number of whole shares of Parent SBC Common Stock represented by such CertificatesCertificates or Registered Company Shares, as the case may be, regardless of whether such holders have exchanged surrendered their CertificatesCertificates or delivered duly executed Registered Letters of Transmittal, as the case may be.
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Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIARTICLE III. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (Aa) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore and a payment date on or prior to such time of surrender payable with respect to such whole shares of Parent Common Stock and not paid and (Bb) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Holders of unsurrendered Certificates who were the registered holders at the Effective Time shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 1 contract
Samples: Merger Agreement (Gliatech Inc)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Acquiror Common Stock to be issued pursuant to the Initial Merger Transactions shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent Acquiror in respect of the Parent Acquiror Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions distribution in respect of all shares of Parent Acquiror Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Acquiror Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Company Certificate until such Company Certificate (or affidavit affidavits of loss in lieu thereof of the Company Certificate as provided in Section 2.03(g)3.04) is surrendered for exchange in accordance with this Article IIIII. Subject to the effect of applicable Laws, following the surrender of any such Company Certificate (or affidavit affidavits of loss in lieu thereof of the Company Certificate as provided in Section 2.03(g)3.04), there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest thereoninterest, (Ai) at the time of such surrender, the dividends or other distributions with a record date at or after the First Effective Time theretofore payable with respect to such whole shares of Parent Acquiror Common Stock and not paid and (Bii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Acquiror Common Stock with a record date at or after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 1 contract
Samples: Merger Agreement (Callaway Golf Co)
Distributions with Respect to Unexchanged Shares; Voting. (ia) All shares of Parent Common Stock and Parent Convertible Preferred Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or Parent Convertible Preferred Stock, as the case may be, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Merger. No pursuant to this Agreement; provided that no dividends or other distributions declared or made in respect of the Parent Common Stock issued pursuant to or Parent Convertible Preferred Stock, as the Initial Merger case may be, with a record date that is 180 days or more after the Effective Time shall be paid to any the holder of any unsurrendered Certificate until the holder of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange shall surrender such Certificate in accordance with this Article II. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the such holder of the whole shares of Parent Common Stock issued or Parent Convertible Preferred Stock issuable in exchange therefor, without interest thereoninterest, (Aa) at promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of Parent 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 First Effective Time theretofore payable paid with respect to such whole shares of Parent Common Stock and not paid Stock, and (Bb) 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 after the First Effective Time, Time but with prior to such surrender and a payment date subsequent to surrendersuch surrender payable with respect to such shares of Parent Common Stock.
(iib) Registered For a period of one year following the Closing, holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock and Parent Convertible Preferred Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
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Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock New Holdco Shares to be issued transferred to the Exchange Agent pursuant to the Initial Merger Section 2.9(a) shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent New Holdco in respect of the Parent Common StockNew Holdco Shares, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock New Holdco Shares issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Common Stock issued pursuant to the Initial Merger New Holdco Shares shall be paid to any holder of any unsurrendered Praxair Eligible Shares until the Praxair Certificate until such Certificate is surrendered (or affidavit of loss in lieu thereof of the Praxair Certificate is delivered as provided in Section 2.03(g2.9(h)) or the Praxair Book-Entry Share is surrendered transferred for exchange in accordance with this Article IISection 2.9. Subject to the effect of applicable Laws, following such surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))transfer, there shall be issued and/or paid to the holder of the whole shares of Parent Common Stock New Holdco Shares issued in exchange thereforfor Praxair Eligible Shares in accordance with this Section 2.9, without interest thereoninterest, (A) at the time of such surrendersurrender or transfer, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Common Stock New Holdco Shares and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock New Holdco Shares with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
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Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the such Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Parent Common Stock and not previously paid with respect to such shares and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent Parent's stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, as the case may be, regardless of whether such holders have exchanged surrendered their CertificatesCertificates or delivered duly executed transmittal materials.
Appears in 1 contract
Samples: Merger Agreement (Bellsouth Corp)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Holdco Common Stock to be issued pursuant to the Initial Merger Mergers shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent Holdco in respect of the Parent Holdco Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Holdco Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIV or to the holder of any Book Entry Interests until the instructions for transfer and cancellation provided in this Article V have been delivered to the Exchange Agent. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit delivery to the Exchange Agent of loss in lieu thereof as provided in Section 2.03(g))such instructions with respect to Book Entry Interests, there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent Holdco Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrendersurrender or delivery of such instructions, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent Holdco Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Holdco Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Holders of unsurrendered Certificates or Book Entry Interests in respect of which such instructions for transfer and cancellation have not been delivered, shall be entitled to vote after the First Effective Time at any meeting of Parent Holdco stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Holdco Common Stock represented by such Certificates, regardless of whether such holders have exchanged their CertificatesCertificates or delivered such instructions to the Exchange Agent with respect to Book Entry Interests.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in Arch with respect of the Parent to Arch Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in with respect of to all shares of Parent Arch Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in with respect of the Parent to such Arch Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or or paid to the holder of the whole certificates representing shares of Parent Arch Common Stock issued in exchange therefor, without interest thereon, interest: (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Parent Arch Common Stock and not paid previously paid; and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Arch Common Stock with a record date after the First Effective Time, Time and prior to the date of issuance of such shares of Arch Common Stock but with a payment date subsequent to surrender. For 14 purposes of dividends or other distributions with respect to shares of Arch Common Stock, all such shares to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time.
(ii) Registered At any meeting of stockholders of Arch with a record date at or after the Effective Time, registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Arch Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates; PROVIDED, HOWEVER, that any such vote shall be at the times, upon the conditions, and in the manner prescribed by the certificate of incorporation and bylaws of Arch.
Appears in 1 contract
Samples: Merger Agreement (Arch Communications Group Inc /De/)
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever Whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the such Parent Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Laws, following surrender of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g))Certificate, there shall be issued and/or or paid to the holder of the Registered Parent Shares or the certificates, as the case may be, representing whole shares of Parent Common Stock issued in exchange therefor, without interest thereon, therefor (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect and a payment date on or prior to the date of issuance of such whole shares of Parent Common Stock and not previously paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender; provided, however, that no such holder shall be entitled to interest on any amount issued or paid pursuant to (A) or (B) above. For purposes of dividends or other distributions in respect of shares of Parent Common Stock, all shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time.
(ii) Registered holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent stockholders with a record date at or after the First Effective Time the number of whole shares of Parent Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of Parent the Acquiror Common Stock to be issued pursuant to the Initial Merger shall be deemed issued and outstanding as of the First Effective Time and whenever a dividend or other distribution is declared by Parent Acquiror in respect of the Parent Acquiror Common Stock, the record date for which is at or after the First Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable in the Initial Mergerpursuant to this Agreement. No dividends or other distributions in respect of the Parent Acquiror Common Stock issued pursuant to the Initial Merger shall be paid to any holder of any unsurrendered Certificate until such Certificate (or affidavit affidavits of loss in lieu thereof as provided in Section 2.03(g4.2(g)) is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable Lawslaws, following surrender of any such Certificate (or affidavit affidavits of loss in lieu thereof as provided in Section 2.03(g4.2(g)), there shall be issued and/or paid to the holder of the certificates representing whole shares of Parent the Acquiror Common Stock issued in exchange therefor, without interest thereoninterest, (A) at the time of such surrender, the dividends or other distributions with a record date after the First Effective Time theretofore payable with respect to such whole shares of Parent the Acquiror Common Stock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent the Acquiror Common Stock with a record date after the First Effective Time, Time but with a payment date subsequent to surrender.
(ii) Registered holders Holders of unsurrendered Certificates shall be entitled to vote after the First Effective Time at any meeting of Parent Acquiror stockholders with a record date at or after the First Effective Time the number of whole shares of Parent the Acquiror Common Stock represented by such Certificates, regardless of whether such holders have exchanged their Certificates.
Appears in 1 contract
