Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Common Stock.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Consolidated Edison Inc), Agreement and Plan of Merger (Northeast Utilities System), Agreement and Plan of Merger (Consolidated Edison Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any that such holder pursuant would be entitled to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the receive upon surrender of such Certificate until such holder shall surrender such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the such holder of the certificate representing whole shares of Company Common Stock issued issuable in exchange therefor, without interest, (ia) as soon as practicable promptly after the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Common Stock.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Kerr McGee Corp), Agreement and Plan of Merger (Kerr McGee Corp), Agreement and Plan of Merger (Oryx Energy Co)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Company Parent Common Stock issuable hereunder in respect thereof upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar lawslaw, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate Certificate representing whole shares of Company Parent Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock 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 Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Penney J C Co Inc), Agreement and Plan of Merger (Penney J C Co Inc), Agreement and Plan of Merger (Genovese Drug Stores Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Company shares of AHP Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company AHP Common Stock issuable hereunder in respect thereof that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of AHP Common Stock shall be paid to any such holder pursuant to Section 2.04(e), and all 2.5 until such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock holder shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the such holder of the certificate representing whole shares of Company AHP Common Stock issued issuable in exchange therefor, without interest, (ia) as soon as practicable promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of AHP Common Stock to which such holder is entitled pursuant to Section 2.5 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company AHP Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company AHP Common Stock.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (American Home Products Corp), Agreement and Plan of Merger (American Home Products Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock issuable hereunder in respect thereof represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case subsection (e) below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Company Parent Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to subsection (e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock and the amount with a payment date on or prior to such time of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) surrender, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Leukosite Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or paid with respect to Company Summit Common Stock with a record date after the Effective Time Closing Date shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Summit Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e)of any unsurrendered Certificate, and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender holder of such Certificate in accordance shall have complied with this Article IIthe exchange procedures set forth herein. Subject to the effect of applicable escheat or similar lawsApplicable Legal Requirements, following the surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Company Summit Common Stock issued in exchange therefor, without interest, (ia) as soon as practicable after at the time of such surrendersurrender the amount of any cash payable with respect to a fractional share of Summit Common Stock to which such holder is entitled pursuant to this Agreement, if applicable, and the amount of dividends or other distributions with a record date after the Effective Time theretofore Closing Date theretofor paid (but withheld pursuant to the immediately preceding sentence) with respect to such whole shares of Company Summit Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time Closing Date but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Summit Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Summit Financial Group Inc), Agreement and Plan of Merger (Summit Financial Group Inc), Agreement and Plan of Merger (Summit Financial Group Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or paid after the Effective Time with respect to Company Common Stock Buyer Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof Buyer Shares represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.02(e) until the surrender holder of record of such Company Certificate in accordance with this Article IIshall surrender such Company Certificate. Subject to the effect of unclaimed property, escheat and other applicable escheat or similar laws, following surrender of any such Certificate Company Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares Buyer Shares issued in exchange therefor (or the person who would be the record holder of Company Common Stock the certificates representing fractional Buyer Shares if fractional Buyer Shares were issued in exchange therefor), without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Buyer Common Stock 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 Effective Time theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Buyer Shares and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Common StockBuyer Shares.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Minntech Corp), Agreement and Plan of Merger (Diker Charles M), Agreement and Plan of Merger (Cantel Medical Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company ITC Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate unexchanged TransCo Common Units with respect to the shares of Company ITC Common Stock issuable hereunder in respect thereof upon exchange thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e)1.13, and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Funduntil, in each case until case, the surrender exchange of such Certificate TransCo Common Units in accordance with this Article II. I. Subject to the effect of applicable escheat or similar lawsLaw, following surrender the exchange of any such Certificate TransCo Common Units, there shall be paid to the holder of the certificate representing whole shares of Company ITC Common Stock issued in exchange therefor, without interest, (ia) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of ITC Common Stock to which such holder is entitled pursuant to Section 1.13 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company ITC Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender exchange payable with respect to such whole shares of Company ITC Common Stock. In no event shall the Exchange Agent have the right to vote any shares of ITC Common Stock held by the Exchange Agent.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (ITC Holdings Corp.), Merger Agreement (Entergy Corp /De/)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Company shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate Shares with respect to the shares of Company Parent Common Stock issuable hereunder in respect thereof that such holder would be entitled to receive upon surrender of such Shares and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.04(e), and all 2.05 until such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock holder shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate Shares in accordance with this Article IISection 2.02. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Shares, there shall be paid to the such holder of the certificate representing whole shares of Company Parent Common Stock issued issuable in exchange therefor, without interest, (ia) as soon as practicable 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 2.05 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Gillette Co), Agreement and Plan of Merger (Procter & Gamble Co)
Distributions with Respect to Unexchanged Shares. No All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to Company shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof and no cash payment in lieu until the holder of fractional such shares shall be paid to any surrender such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IIIV. Subject to the effect of applicable escheat or similar lawsApplicable Law, following surrender of any such Certificate shares, there shall be paid to the record holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforthereof, without interest, (i) as soon as practicable promptly after such surrender, the amount of dividends or other distributions with respect to the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to Section 4.1, with a record date after the Effective Time theretofore paid but prior to surrender and with respect a payment date on or prior to the date of such whole shares of Company Common Stock surrender and not previously paid, less the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) withholding Taxes, and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock that such holder receives with a record date after the Effective Time but on or prior to the date of such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares surrender, less the amount of Company Common Stockany withholding Taxes.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (TGC Industries Inc), Voting Agreement (Dawson Geophysical Co), Voting Agreement (TGC Industries Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Purchaser Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of Company Purchaser Common Stock issuable hereunder in respect thereof and no cash payment in lieu that the holder of fractional shares shall be paid such unsurrendered Certificate or Book-Entry Share has the right to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until receive upon the surrender of such unsurrendered Certificate or Book-Entry Share until the holder of such Certificate or Book-Entry Share shall have surrendered such Certificate or Book-Entry Share in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsother applicable Law, following the surrender of any such Certificate or Book-Entry Share, there shall be paid to the record holder of the certificate representing whole shares of Company Purchaser Common Stock issued in exchange therefor, without interest, with respect to such shares of Purchaser Common Stock (ia) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date and a payment date on or after the Effective Time theretofore paid with respect and on or prior to the date of such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) surrender and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Purchaser Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Old National Bancorp /In/), Agreement and Plan of Merger (United Bancorp Inc /Mi/), Agreement and Plan of Merger (Old National Bancorp /In/)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time of the Merger with respect to Company Common Stock the Parent Shares with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof Parent Shares represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.1(d) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate Certificates representing whole shares of Company Common Stock the Parent Shares issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional Parent Share to which such holder is entitled pursuant to Section 2.1(d) and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Company Common Stock and Parent Shares, as the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) case may be, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Common StockParent Shares.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Camco International Inc), Agreement and Plan of Merger (Camco International Inc), Agreement and Plan of Merger (Bettis Corp /De/)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company TopCo Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the any shares of Company TopCo Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e3.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate or Book-Entry Share in accordance with this Article IIIII. Subject to the effect of applicable escheat or similar lawsApplicable Laws, following surrender of any such Certificate or Book-Entry Share, there shall be paid to the holder of the certificate representing whole shares of Company TopCo Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of TopCo Common Stock to which such holder is entitled pursuant to Section 3.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company TopCo Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company TopCo Common Stock.
Appears in 3 contracts
Samples: Business Combination Agreement (Rock-Tenn CO), Business Combination Agreement (MEADWESTVACO Corp), Business Combination Agreement (Rock-Tenn CO)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date hereof with respect to Company Parent Common Stock with a record date after the Effective Time shall of the First Merger and no payment in lieu of fractional shares pursuant to Section 1.6(e) will be paid to the holder holders of any unsurrendered Certificate Certificates or Book Entry Shares with respect to the shares of Company Common Stock issuable hereunder formerly represented thereby until the holders of record of such Certificates shall surrender such Certificates or Book Entry Shares in respect thereof and no cash accordance with this Section 1.7. Subject to applicable Legal Requirements, following surrender of any such Certificates or Book Entry Shares, the Exchange Agent shall deliver to the record holders thereof, without interest (i) promptly after such surrender, the number of whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), 1.6(e) and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender amount of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after such surrender, the amount of dividends or other distributions with a record date after the Effective Time of the First Merger and theretofore paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender of the First Merger and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Divx Inc), Agreement and Plan of Merger (Sonic Solutions/Ca/), Agreement and Plan of Merger (Divx Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Trenwick Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect certificate that immediately prior to the Effective Time represented shares of Company Chartwell Common Stock issuable hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any such holder which have been converted pursuant to Section 2.04(e)2.1, and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender for exchange of such Certificate certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following Following surrender for exchange of any such Certificate certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforsuch certificate, without interest, (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such the number of whole shares of Company Trenwick Common Stock and into which the amount shares of any cash payable in lieu of a fractional share of Company Chartwell Common Stock represented by such certificate immediately prior to which such holder is entitled the Effective Time were converted pursuant to Section 2.04(e) 2.1, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time Time, but prior to such surrender surrender, and with a payment date subsequent to such surrender surrender, payable with respect to such whole shares of Company Trenwick Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chartwell Re Corp), Agreement and Plan of Merger (Chartwell Re Holdings Corp), Iv 6 Agreement and Plan of Merger (Trenwick Group Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Acquiror Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Acquiror Common Stock issuable hereunder in respect thereof represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.6 below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Company Acquiror Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Acquiror Common Stock to which such holder is entitled pursuant to Section 2.6 below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company Acquiror Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Acquiror Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Deltagen Inc), Agreement and Plan of Merger and Reorganization (Deltagen Inc), Agreement and Plan of Merger (Yahoo Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Company Common shares of MCI WorldCom Capital Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common MCI WorldCom Capital Stock issuable hereunder in respect thereof that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of MCI WorldCom Capital Stock shall be paid to any such holder pursuant to Section 2.04(e), and all 2.5 until such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock holder shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the such holder of the certificate representing whole shares of Company Common MCI WorldCom Capital Stock issued issuable in exchange therefor, without interest, (ia) as soon as practicable promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of MCI WorldCom Capital Stock to which such holder is entitled pursuant to Section 2.5 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common MCI WorldCom Capital Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Common MCI WorldCom Capital Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mci Worldcom Inc), Agreement and Plan of Merger (Mci Worldcom Inc), Agreement and Plan of Merger (Sprint Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Common Stock Parent Shares with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case Parent Shares represented thereby until the holder of record of such Certificate shall surrender of such Certificate in accordance with this Article IISection. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate Certificates representing whole shares of Company Common Stock Parent Shares issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions distributions, if any, with a record date on or after the Effective Time which theretofore became payable, but which were not paid by reason of the immediately preceding sentence, with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Parent Shares, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Common StockParent Shares.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chemgenex Pharmaceuticals LTD), Agreement and Plan of Merger (Progen Pharmaceuticals LTD), Agreement and Plan of Merger (Progen Pharmaceuticals LTD)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of any fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.04(e2.3(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II2. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Company Parent Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock Stock, and the amount of any cash payable in lieu of a fractional share of Company Parent Common Stock to which such holder is entitled pursuant to Section 2.04(e2.3(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sandridge Energy Inc), Agreement and Plan of Merger (Arena Resources Inc), Agreement and Plan of Merger (Kerr McGee Corp /De)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 1.09(e) until the surrender of such Certificate in accordance with this Article II. I. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be issued or paid to the holder of the such certificate, a certificate representing the number of whole shares of Company Parent Common Stock issued in exchange therefor, therefor without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.09(e) and the amount of any dividends or other distributions with a record date after the Effective Time theretofore paid (but withheld pursuant to the immediately preceding sentence) with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of any dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Axys Pharmaceuticals Inc), Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Axys Pharmaceuticals Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Fountain Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate unexchanged shares of Patriot Common Stock with respect to the shares of Company Fountain Common Stock issuable hereunder in respect thereof upon exchange thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e)1.12, and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Funduntil, in each case until case, the surrender exchange of such Certificate shares of Patriot Common Stock in accordance with this Article II. I. Subject to the effect of applicable escheat or similar lawsLaw, following surrender the exchange of any such Certificate shares of Patriot Common Stock, there shall be paid to the record holder of the certificate representing whole shares of Company Fountain Common Stock issued in exchange therefor, without interest, (ia) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Fountain Common Stock to which such holder is entitled pursuant to Section 1.12 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Fountain Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (iib) at the appropriate payment datedate therefor, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender exchange payable with respect to such whole shares of Company Fountain Common Stock. In no event shall the Exchange Agent have the right to vote any shares of Fountain Common Stock held by the Exchange Agent.
Appears in 3 contracts
Samples: Merger Agreement (Tyco Flow Control International Ltd.), Merger Agreement (Pentair Inc), Merger Agreement (Tyco International LTD)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time of the Holding Company Merger with respect to Company Common TI Stock with a record date after the Effective Time of the Holding Company Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common TI Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.3 until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Company Common TI Stock issued in exchange thereforthereof, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of TI Stock to which such holder is entitled pursuant to Section 2.3 and the amount of dividends or other distributions with a record date after the Effective Time of the Holding Company Merger theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) TI Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Holding Company Merger but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Common TI Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hf Bancorp Inc), Agreement and Plan of Merger (California Financial Holding Co)
Distributions with Respect to Unexchanged Shares. Whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Shares, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all Parent Common Shares issuable pursuant to this Agreement. No dividends or other distributions with respect to Company Common Stock with a record date declared or made after the Effective Time with respect to Parent Common Shares constituting part of the Merger Consideration shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e)holder, and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate is surrendered as provided in accordance with this Article IISection. Subject to the effect of applicable escheat or similar lawsFollowing such surrender, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforpaid, without interest, to the Person in whose name the Parent Common Shares have been registered (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date at or after the Effective Time theretofore previously paid or payable on the date of such surrender with respect to such whole shares of Company Parent Common Stock and Shares, less the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) withholding taxes that may be required with respect thereto, and (ii) at the appropriate payment datedate subsequent to surrender, the amount of dividends or other distributions with a record date at or after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares Parent Common Shares, less the amount of Company Common Stockany withholding taxes that may be required with respect thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fidelity National Information Solutions Inc), Agreement and Plan of Merger (Fidelity National Financial Inc /De/)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Chancellor Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect certificate that immediately prior to the Effective Time represented shares of Company LIN Common Stock issuable hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any such holder which have been converted pursuant to Section 2.04(e)1.8, and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender for exchange of such Certificate certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following I. Following surrender for exchange of any such Certificate certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforsuch certificate, without interest, (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such the number of whole shares of Company Chancellor Common Stock and into which the amount shares of any cash payable in lieu of a fractional share of Company LIN Common Stock represented by such certificate immediately prior to which such holder is entitled the Effective Time were converted pursuant to Section 2.04(e) 1.8, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time Time, but prior to such surrender surrender, and with a payment date subsequent to such surrender surrender, payable with respect to such whole shares of Company Chancellor Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WTNH Broadcasting Inc), Agreement and Plan of Merger (Chancellor Media Corp of Los Angeles)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock issuable hereunder in respect that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.04(e2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender holder of such Certificate shall have surrendered such Certificate in accordance with this Article II. Subject to Following the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate representing whole shares of Company Parent Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Parent Common Stock to which such holder is entitled pursuant to Section 2.04(e2.02(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Premium Standard Farms, Inc.), Agreement and Plan of Merger (Smithfield Foods Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Common Stock Parent Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof Parent Shares represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.2(d) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of unclaimed property, escheat and other applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Company Common Stock Parent Shares issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Parent Shares and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Common StockParent Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy East Corp), Agreement and Plan of Merger (RGS Energy Group Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time of Merger with respect to Company API Common Stock with a record date after the Effective Time of Merger shall be paid to the holder of any unsurrendered ZERO Certificate with respect to the shares of Company API Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of a fractional shares share shall be paid to any such holder pursuant to Section 2.04(e)2.8(e) of this Agreement, and all until the holder of such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company ZERO Certificate has surrendered such ZERO Certificate to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IIAgent. Subject to the effect of any applicable escheat or similar lawsLaw, following the surrender of any such Certificate ZERO Certificate, there shall be paid to the holder of the certificate representing whole shares of Company API Common Stock issued in exchange thereforfor the surrendered ZERO Certificates, without interest, : (i) as soon as practicable after promptly, the amount of any cash payable with respect to a fractional share interest to which such surrender, holder is entitled pursuant to Section 2.8(e) of this Agreement and the amount of dividends or other distributions with a record date after the Effective Time of Merger theretofore paid with respect to such whole shares of Company API Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock; and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of Merger but prior to such surrender and with a payment date subsequent to such occurring after surrender payable with respect to such whole shares of Company API Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zero Corp), Agreement and Plan of Merger (Applied Power Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Common Stock Non-Cash Election Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder Non-Cash Election Shares to be received in respect thereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e2.6(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate New Certificate or New Certificates representing whole shares of Company Common Stock Non-Cash Election Shares issued in exchange thereforconnection therewith, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional Non-Cash Election Share to which such holder is entitled pursuant to Section 2.6(e) and the proportionate amount of any dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Non-Cash Election Shares, and (ii) at the appropriate payment date, the proportionate amount of any dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Common StockNon-Cash Election Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Recapitalization (Blount Winton M), Agreement and Plan of Merger and Recapitalization (Blount International Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder any shareholder of Company holding any unsurrendered Company Certificate with respect to the shares of Company Parent Common Stock issuable hereunder in respect thereof and no represented thereby, nor shall the Cash Consideration or cash payment in lieu of fractional shares shall be paid to any such holder shareholder pursuant to Section 2.04(e)0, and all such dividends, other distributions and cash in lieu of fractional shares until a shareholder of Company Common Stock holding any Company Certificate shall be paid by the surrender such Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with the procedures set forth in this Article II0. Subject to the effect of applicable escheat or similar laws, following the surrender of any such Company Certificate there in accordance with the procedures set forth in this Article 0, a shareholder of Company holding such Company Certificate shall be paid entitled to receive, in addition to the holder of the certificate representing whole shares of Company Common Stock issued consideration set forth in exchange thereforSection 0, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any dividends or other distributions with a record date after the Effective Time theretofore paid (but withheld pursuant to the immediately preceding sentence) with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of which a fractional share shareholder of Company Common Stock to which holding such holder Company Certificate is entitled pursuant to Section 2.04(e) receive hereunder, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock which a shareholder of Company Common Stockholding such Company Certificate is entitled to receive hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CastlePoint Holdings, Ltd.), Agreement and Plan of Merger (CastlePoint Holdings, Ltd.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares share of Company Parent Common Stock issuable hereunder in respect that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.02(e), shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fundholder, in each case until the holder of such Certificate shall surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following Following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange therefor, without interest, thereof (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a any fractional share of Company Parent Common Stock to which such holder is entitled pursuant to Section 2.04(e) 2.02(e), and the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the Effective Time and paid with respect to Parent Common Stock prior to such surrender and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mgi Pharma Inc), Agreement and Plan of Merger (Guilford Pharmaceuticals Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Chancellor Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect certificate that immediately prior to the Effective Time represented shares of Company Capstar Common Stock issuable hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any such holder which have been converted pursuant to Section 2.04(e)1.8, and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender for exchange of such Certificate certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following I. Following surrender for exchange of any such Certificate certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforsuch certificate, without interest, (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such the number of whole shares of Company Chancellor Common Stock and into which the amount shares of any cash payable in lieu of a fractional share of Company Capstar Common Stock represented by such certificate immediately prior to which such holder is entitled the Effective Time were converted pursuant to Section 2.04(e) 1.8, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time Time, but prior to such surrender surrender, and with a payment date subsequent to such surrender surrender, payable with respect to such whole shares of Company Chancellor Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capstar Broadcasting Corp), Agreement and Plan of Merger (Chancellor Media Corp of Los Angeles)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Company shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock issuable hereunder in respect thereof that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund2.5, in each case until the such holder shall surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the such holder of the certificate representing whole shares of Company Parent Common Stock issued issuable in exchange therefor, without interest, (ia) as soon as practicable 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 Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pepsico Inc), Agreement and Plan of Merger (Quaker Oats Co)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company HoldCo Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the any shares of Company HoldCo Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e3.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate or Book-Entry Share in accordance with this Article IIIII. Subject to the effect of applicable escheat or similar lawsApplicable Laws, following surrender of any such Certificate or Book-Entry Share, there shall be paid to the holder of the certificate representing whole shares of Company HoldCo Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of HoldCo Common Stock to which such holder is entitled pursuant to Section 3.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company HoldCo Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company HoldCo Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dow Chemical Co /De/), Agreement and Plan of Merger (Dupont E I De Nemours & Co)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock issuable hereunder in respect that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of any fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.04(e2.8(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the holder of such Certificate shall surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following Following surrender of any such Certificate Certificate, there shall be paid to the record holder of thereof the certificate representing whole shares of Company Parent Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a any fractional share shares of Company Parent Common Stock to which such holder is entitled pursuant to Section 2.04(e2.8(e) and the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the Effective Time and paid with respect to Parent Common Stock prior to such surrender and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wiltel Communications Group Inc), Agreement and Plan of Merger (Leucadia National Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company shares of Thermo Electron Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Thermo Electron Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e)2.1(f) hereof, and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate has been surrendered in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsApplicable Laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) as soon as practicable promptly after such surrender, the number of whole shares of Thermo Electron Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of Thermo Electron Common Stock to which such holder is entitled pursuant to Section 2.1(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Thermo Electron Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Thermo Electron Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thermo Electron Corp), Agreement and Plan of Merger (Fisher Scientific International Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock issuable hereunder in respect thereof represented thereby and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 3.2(d) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect effect, if any, of unclaimed property, escheat and other applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Company Parent Common Stock issued in exchange thereforfor Company Common Stock pursuant to the Merger, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 3.2(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (ii) at the appropriate applicable payment date, the amount of any dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to the date of such surrender payable with respect to such whole shares of Company Common Stocksurrender.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Ask Jeeves Inc), Agreement and Plan of Merger and Reorganization (Iac/Interactivecorp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company HEALTHSOUTH Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company HEALTHSOUTH Common Stock issuable hereunder in respect thereof represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.2(e) until the surrender of such Certificate in accordance with this Article IISection 2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Company HEALTHSOUTH Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of HEALTHSOUTH Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company HEALTHSOUTH Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company HEALTHSOUTH Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthsouth Corp), Agreement and Plan of Merger (Healthsouth Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Company shares of WorldCom Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company WorldCom Common Stock issuable hereunder in respect thereof that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of WorldCom Common Stock shall be paid to any such holder pursuant to Section 2.04(e), and all 2.5 until such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock holder shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the such holder of the certificate representing whole shares of Company WorldCom Common Stock issued issuable in exchange therefor, without interest, (ia) as soon as practicable promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of WorldCom Common Stock to which such holder is entitled pursuant to Section 2.5 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company WorldCom Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company WorldCom Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mci Communications Corp), Agreement and Plan of Merger (Mci Communications Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to retained Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate certificate for shares of Company Common Stock with respect to the shares of retained Company Common Stock issuable hereunder in respect thereof represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.5(e) until the surrender of such Certificate certificate in accordance with this Article II2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate certificate, there shall be paid to the holder of the certificate representing whole shares of retained Company Common Stock issued in exchange thereforconnection therewith, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of retained Company Common Stock to which such holder is entitled pursuant to Section 2.5(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of retained Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the proportionate amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of retained Company Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amscan Holdings Inc), Agreement and Plan of Merger (Confetti Acquisition Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Acquiror Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Acquiror Common Stock issuable hereunder in respect thereof represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.6 below until the surrender holder of record of such Certificate shall surrender such Certificate or applicable documents in accordance with this Article IIlieu thereof pursuant to Section 2.4(c). Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Company Acquiror Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Acquiror Common Stock to which such holder is entitled pursuant to Section 2.6 below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company Acquiror Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender surrender, and with a payment date subsequent to such surrender surrender, payable with respect to such whole shares of Company Acquiror Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (Planar Systems Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company ADC Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company ADC Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e2.1(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate has been surrendered in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsApplicable Law (as defined in Section 3.7(a)), following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) as soon as practicable promptly after such surrender, the number of whole shares of ADC Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of ADC Common Stock to which such holder is entitled pursuant to Section 2.1(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company ADC Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company ADC Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Andrew Corp)
Distributions with Respect to Unexchanged Shares. Whenever a dividend or other distribution is declared by Holding Company in respect of the Holding Company Common Shares, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all Holding Company Common Shares issuable pursuant to this Agreement. No dividends or other distributions with respect to Company Common Stock with a record date declared or made after the Effective Time with respect to Holding Company Common Shares constituting part of the Merger Consideration shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof Certificates, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e)holder, and all until such dividendsCertificates are surrendered as provided in this Section. Following such surrender, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforpaid, without interest, to the Person in whose name the Holding Company Common Shares have been registered (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date at or after the Effective Time theretofore previously paid or payable on the date of such surrender with respect to such whole shares of Holding Company Common Stock and Shares, less the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) withholding taxes that may be required thereon, and (ii) at the appropriate payment datedate subsequent to surrender, the amount of dividends or other distributions with a record date at or after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Holding Company Common StockShares, less the amount of any withholding taxes which may be required thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cardiac Science Inc), Agreement and Plan of Merger (Quinton Cardiology Systems Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Common Stock distributions, declared or made by the Trust after the Effective Time, or with a record date after the Effective Time Time, with respect to Convertible Securities issued in the Merger to holders of Company Common Stock shall be paid to the any holder of any unsurrendered Certificate with respect to the certificate(s) representing shares of Company Common Stock issuable hereunder in respect thereof and no cash payment in lieu of fractional shares Convertible Securities shall be paid to any such holder pursuant to Section 2.04(e)2.4(e) until, and in all such dividendscases, other distributions and cash in lieu the holder of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender record of such Certificate in accordance with this Article IIcertificate(s) shall surrender the same for exchange. Subject to the effect of applicable escheat or similar laws, following the surrender of any such Certificate certificate, there shall be paid to the record holder of the certificate certificate(s) representing whole shares of Company Common Stock Convertible Securities to be issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock Convertible Securities to which such holder is entitled pursuant to Section 2.04(e2.4(e) and the amount of all dividends or other distributions having a record date after the Effective Time but prior to such surrender, payable with respect to such whole Convertible Securities, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Common StockConvertible Securities.
Appears in 2 contracts
Samples: Trust Agreement (Ilm Ii Senior Living Inc /Va), Agreement and Plan of Merger (Capital Senior Living Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time of the Merger with respect to Company the shares of EVI Common Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company EVI Common Stock issuable hereunder in respect thereof represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 1.7(d) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate Certificates representing whole the shares of Company EVI Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of EVI Common Stock to which such holder is entitled pursuant to Section 1.7(d) and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Company EVI Common Stock and Stock, as the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) case may be, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company EVI Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gulfmark International Inc), Agreement and Plan of Merger (Energy Ventures Inc /De/)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company shares of Fxxxxx Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Fxxxxx Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e)2.1(e) hereof, and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate has been surrendered in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsApplicable Laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) as soon as practicable promptly after such surrender, the number of whole shares of Fxxxxx Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of Fxxxxx Common Stock to which such holder is entitled pursuant to Section 2.1(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Fxxxxx Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Fxxxxx Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fisher Scientific International Inc), Agreement and Plan of Merger (Apogent Technologies Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company IUB Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered PTC Certificate with respect to the shares of Company IUB Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender holder of such PTC Certificate in accordance with this Article IIshall surrender it. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate PTC Certificate, there shall be paid to the holder of the certificate IUB Certificate representing whole shares of Company IUB Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender or promptly thereafter as soon as practicable after is practicable, the amount of any cash payable with respect to a fractional share of IUB Common Stock to which such surrender, holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole number of shares of Company IUB Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole number of shares of Company IUB Common Stock.. (d)
Appears in 2 contracts
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Indiana United Bancorp), Agreement and Plan of Merger Agreement and Plan of Merger (PTC Bancorp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Holdings Common Stock with a record date after the Merger Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Holdings Common Stock issuable hereunder in respect that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of any fractional shares of Holdings Common Stock shall be paid to any such holder pursuant to Section 2.04(e2.1(c), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the holder of such Certificate shall surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following Following surrender of any such Certificate in accordance with this Article II, there shall be paid to the record holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforthereof, without interest, (i) as soon as practicable after promptly following the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a any fractional share shares of Company Holdings Common Stock to which such holder is entitled pursuant to Section 2.04(e2.1(c) and the amount of dividends or other distributions, payable with respect to that number of whole shares of Holdings Common Stock issuable in exchange for such Certificate pursuant to this Article II, with a record date after the Merger Effective Time and paid with respect to Holdings Common Stock prior to such surrender, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Merger Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Holdings Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Directv Group Inc), Agreement and Plan of Merger (Liberty Entertainment, Inc.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Acquiror Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Acquiror Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e1.8(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender holder of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar lawsLaws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate certificates representing whole shares of Company Acquiror Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after promptly, the amount of any cash payable with respect to a fractional share of Acquiror Common Stock to which such surrender, holder is entitled pursuant to Section 1.8(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Acquiror Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions distributions, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender occurring after surrender, payable with respect to such whole shares of Company Acquiror Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Federal Capital Corp), Agreement and Plan of Merger (First Federal Capital Corp)
Distributions with Respect to Unexchanged Shares. No Notwithstanding any other provisions of this Agreement, no dividends or other distributions with respect to Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any person holding an Old Certificate until such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Old Certificate in accordance with this Article IIis surrendered for exchange as provided herein. Subject to the effect of applicable escheat or similar laws, following surrender of any such Old Certificate by any holder thereof other than an Old Certificate representing Dissenting Shares, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock Newco Ordinary Share Certificate issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to such whole shares of Company Common Stock the Newco Ordinary Shares represented thereby and not paid, less the amount of any cash payable in lieu of a fractional share of Company Common Stock to withholding taxes which such holder is entitled pursuant to Section 2.04(e) may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to the time of such surrender and with a payment date subsequent to the time of such surrender payable with respect to such whole shares the Newco Ordinary Shares represented thereby, less the amount of Company Common Stockany withholding taxes which may be required thereon.
Appears in 2 contracts
Samples: Distribution Agreement (Grace W R & Co /Ny/), Agreement and Plan of Reorganization (Fresenius Aktiengesellschaft)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock issuable hereunder in respect thereof represented thereby and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 3.2(d) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of unclaimed property, escheat and other applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Company Parent Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 3.2(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lendingtree Inc), Agreement and Plan of Merger (Usa Interactive)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Company Parent Common Stock issuable hereunder in respect thereof that such holder would be entitled to receive upon surrender of such Company Certificate, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.04(e), and all 3.7 until such dividends, other distributions and cash in lieu of fractional shares of holder shall surrender such Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IISection 3.4. Subject to the effect of applicable escheat or similar laws, following the later of the surrender of any such Company Certificate and the Effective Time, there shall be paid to the record holder of the certificate representing whole shares of Company Common Stock issued in exchange therefor, thereof without interest, (ia) as soon as practicable promptly after such surrendertime, the amount of any cash payable in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.7 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent thereto and to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bruker Axs Inc), Agreement and Plan of Merger (Bruker Daltonics Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Common Holdco Capital Stock with a record date after the Effective Time of the Mergers shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Holdco Capital Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e2.03(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Holdco Capital Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Holdco Capital Stock to which such holder is entitled pursuant to Section 2.03(e) and the amount of dividends or other distributions with a record date after the Effective Time of the Mergers theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Holdco Capital Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Mergers but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Common Holdco Capital Stock.
Appears in 2 contracts
Samples: Original Agreement (Time Warner Inc), And Restated Agreement and Plan of Merger (Turner Broadcasting System Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock issuable hereunder in respect thereof represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.2(d) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of unclaimed property, escheat and other applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Company Parent Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co), Agreement and Plan of Merger (Robinson Nugent Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock issuable hereunder in respect thereof represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.02(e) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following Following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate representing whole shares of Company Parent Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unison Software Inc), Agreement and Plan of Merger (International Business Machines Corp)
Distributions with Respect to Unexchanged Shares. No All Parent ADSs to be issued pursuant to the Merger and all Class A Ordinary Shares represented thereby shall be deemed issued and outstanding as of the Effective Time; provided that no dividends or other distributions with respect to Company Common Stock Parent ADSs or Class A Ordinary Shares represented thereby with a record date after the Effective Time shall be paid to the former holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any until such holder pursuant to Section 2.04(e), and all shall surrender such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable escheat or similar laws, following Applicable Law: (i) at the time of the surrender of any such Certificate shares of Company Common Stock for exchange in accordance with the provisions of this Section 2.2, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforsurrendering holder, without interest, (i) as soon as practicable after such surrender, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date on or prior to surrender) not theretofore paid with respect to such the number of whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which Parent ADSs that such holder is entitled pursuant to Section 2.04(e) receive; and (ii) at the appropriate payment datedate and without duplicating any payment made under clause (i) above, there shall be paid to the surrendering holder, without interest, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to such surrender and with a payment date subsequent to such surrender surrender) payable with respect to the number of whole Parent ADSs that such whole shares of Company Common Stockholder receives.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pride International Inc), Agreement and Plan of Merger (Ensco PLC)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company HEALTHSOUTH Common Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company HEALTHSOUTH Common Stock issuable hereunder in respect thereof represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.2(e) until the surrender of such Certificate in accordance with this Article IISection 2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Company HEALTHSOUTH Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of HEALTHSOUTH Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company HEALTHSOUTH Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company HEALTHSOUTH Common Stock.
Appears in 2 contracts
Samples: Plan and Agreement of Merger (National Surgery Centers Inc \De\), Plan and Agreement of Merger (Health Images Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock issuable to which such holder is entitled hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), Sections 1.6(b) and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 1.9 until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid given to the record holder of the certificate certificates representing whole shares of Company Parent Common Stock issued in exchange thereforto which such holder is entitled hereunder, without interest, (i) as soon as practicable after at the time of such surrender, a certificate representing the amount number of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock cash, if any, pursuant to Section 1.9 to which such holder is entitled pursuant to Section 2.04(e) 1.9 and the amount of dividends or other distributions with respect to such whole shares of Parent Common Stock with a record date after the Effective Time and a payment date prior to the date of issuance to such holder, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hanover Compressor Co /), Agreement and Plan of Merger (Oec Compression Corp)
Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and shall be entitled to all dividends or other distributions declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the Effective Time. No dividends or other distributions with in respect to Company of the Parent Common Stock with a record date after the Effective Time shall be paid to the any holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate is surrendered for exchange in accordance with this Article IIIV. Subject to the effect of applicable escheat or similar lawsLaws, following surrender of any such Certificate Certificate, there shall be issued and/or paid to the holder of the certificate representing whole shares of Company Parent Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date at or after the Effective Time theretofore paid payable with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such shares of Parent Common Stock with a record date at or after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Common Stocksurrender.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American General Corp /Tx/), Agreement and Plan of Merger (American General Corp /Tx/)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Company Common Stock Parent Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e)Parent ADSs represented thereby, if any, and all such dividends, dividends and other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company Parent to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing receipt evidencing whole shares of Company Common Stock Parent ADSs issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Parent ADSs and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Common StockParent ADSs.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vivendi), Agreement and Plan of Merger (Mp3 Com Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Company Common Stock common shares of Teleglobe capital stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares Teleglobe Common Shares that such holder would be entitled to receive upon surrender of Company Common Stock issuable hereunder in respect thereof such Certificate pursuant to the Merger and no cash payment in lieu of fractional shares Teleglobe Common Shares shall be paid to any such holder pursuant to Section 2.04(e), and all 2.5 until such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock holder shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable escheat or similar lawsLaw, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforsuch holder, without interest, (ia) as soon as practicable promptly after the time of such surrender, the amount of any cash payable in lieu of fractional Teleglobe Common Shares to which such holder is entitled pursuant to Section 2.5 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Teleglobe Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Shares, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole Teleglobe Common Shares. For purposes of dividends or other distributions in respect of common shares of Company Teleglobe capital stock, all Teleglobe Common StockShares to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Teleglobe Inc), Consent and Voting Agreement (Excelcom Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered UDS Certificate with respect to the shares of Company Valero Common Stock issuable hereunder in respect thereof that such holder would be entitled to receive upon surrender of such UDS Certificate, and no cash payment in lieu of fractional shares of Valero Common Stock shall be paid to any such holder pursuant to Section 2.04(e), and all 3.7 until such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock holder shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such UDS Certificate in accordance with this Article IISection 3.1(j) or Section 3.4. Subject to the effect of applicable escheat or similar laws, following the later of the surrender of any such UDS Certificate and the Effective Time, there shall be paid to the record holder of the certificate representing whole shares of Company Common Stock issued in exchange therefor, thereof without interest, (ia) as soon as practicable promptly after such surrendertime, the amount of any cash payable in lieu of fractional shares of Valero Common Stock to which such holder is entitled pursuant to Section 3.7 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Valero Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent thereto and to such surrender payable with respect to such whole shares of Company Valero Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ultramar Diamond Shamrock Corp), Agreement and Plan of Merger (Valero Energy Corp/Tx)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Company shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock issuable hereunder in respect thereof that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.04(e), and all 2.5 until such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock holder shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect effect, if any, of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the such holder of the certificate representing whole shares of Company Parent Common Stock issued issuable in exchange therefor, without interest, (ia) as soon as practicable 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 Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neuberger Berman Inc), Agreement and Plan of Merger (Lehman Brothers Holdings Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any that such holder pursuant would be entitled to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the receive upon surrender of such Certificate until such holder shall surrender such Certificate in accordance with this Article IISection 3.06. Subject to the effect of applicable escheat or similar lawsLaws, following surrender of any such Certificate Certificate, there shall be paid to the such holder of the certificate representing whole shares of Company Common Stock issued issuable in exchange therefor, without interest, (ia) as soon as practicable promptly after the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid but prior to such surrender and a payment date prior to such surrender payable with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Midwest Banc Holdings Inc), Agreement and Plan of Merger (Midwest Banc Holdings Inc)
Distributions with Respect to Unexchanged Shares. No All shares of Parent Common Stock to be issued pursuant to this Agreement shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions with in respect of all shares issuable pursuant to Company this Agreement; provided, however, that no dividends or other distributions declared or made in respect of the Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any or Book-Entry Shares until such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of surrenders such Certificate or Book-Entry Shares in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsLaws, following surrender of any such Certificate or Book-Entry Shares, there shall be paid to the such holder of the certificate representing whole shares of Company Parent Common Stock issued issuable in exchange therefor, without interest, (ia) as soon as practicable promptly after the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore therefor paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock; and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date at or after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amtech Systems Inc), Agreement and Plan of Merger (Btu International Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Xxxxx Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Xxxxx Common Stock issuable hereunder in respect thereof represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (f) of this Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.2 until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Company Xxxxx Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Xxxxx Common Stock to which such holder is entitled pursuant to subsection (f) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company Xxxxx Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Xxxxx Common Stock.
Appears in 2 contracts
Samples: Voting Agreement (Zoran Corp \De\), Voting Agreement (Oak Technology Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Premcor Certificate with respect to the shares of Company Valero Common Stock issuable hereunder in respect thereof that such holder would be entitled to receive upon surrender of such Premcor Certificate, and no cash payment in lieu of fractional shares of Valero Common Stock shall be paid to any such holder pursuant to Section 2.04(e)3.7, and all until such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock holder shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Premcor Certificate in accordance with this Article IISection 3.1(i) or Section 3.4. Subject to the effect of applicable escheat or similar laws, following the later of the surrender of any such Premcor Certificate and the Effective Time, there shall be paid to the record holder of the certificate representing whole shares of Company Common Stock issued in exchange therefor, thereof without interest, (ia) as soon as practicable promptly after such surrendertime, the amount of any cash payable in lieu of fractional shares of Valero Common Stock to which such holder is entitled pursuant to Section 3.7 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Valero Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time Time, but prior to such surrender surrender, and with a payment date subsequent to such surrender thereto, payable with respect to such whole shares of Company Valero Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Premcor Inc), Agreement and Plan of Merger (Valero Energy Corp/Tx)
Distributions with Respect to Unexchanged Shares. No Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to Company any shares of UCU Common Stock with having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e)holder, and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender holder of such Certificate shall surrender such Certificate as provided in accordance with this Article IISection 2.04. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate certificates representing whole shares of Company UCU Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of UCU Common Stock to which such holder is entitled pursuant to subsection (e) of this Section 2.04 and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company UCU Common Stock and Stock, less the amount of any cash payable in lieu of a fractional share of Company Common Stock to withholding taxes which such holder is entitled pursuant to Section 2.04(e) may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company UCU Common Stock, less the amount of any withholding taxes which may be required thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Utilicorp United Inc), Agreement and Plan of Merger (Empire District Electric Co)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company CDT Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company CDT Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e2.1(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate has been surrendered in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsApplicable Law (as defined in Section 3.7(a)), following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) as soon as practicable promptly after such surrender, the number of whole shares of CDT Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of CDT Common Stock to which such holder is entitled pursuant to Section 2.1(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company CDT Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company CDT Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cable Design Technologies Corp), Agreement and Plan of Merger (Belden Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Company Common Stock Parent Ordinary Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares Parent Ordinary Shares that such holder would be entitled to receive upon surrender of Company Common Stock issuable hereunder in respect thereof such Certificate and no cash payment in lieu of fractional shares Parent Ordinary Shares shall be paid to any such holder pursuant to Section 2.04(e), and all 2.5 until such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock holder shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the such holder of the certificate representing whole shares of Company Common Stock issued Parent Ordinary Shares issuable in exchange therefor, without interest, (ia) as soon as practicable promptly after the time of such surrender, the amount of any cash payable in lieu of fractional Parent Ordinary Shares to which such holder is entitled pursuant to Section 2.5 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Parent Ordinary Shares, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Common StockParent Ordinary Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Apco Argentina Inc/New)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Battery Certificate or Uncertificated Share which is not transferred, with respect to the shares of Company Parent Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e2.1(d), and all until such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Battery Certificate or Uncertificated Share has been surrendered or transferred in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsLaw, following surrender of any such Battery Certificate or transfer of any Uncertificated Share, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) as soon as practicable promptly after such surrendersurrender or transfer, as applicable, the Battery Merger Consideration pursuant to Section 2.1(a), together with any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.1(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock, less the amount of any withholding Taxes that may be required thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harbinger Capital Partners Master Fund I, Ltd.), Agreement and Plan of Merger (Spectrum Brands, Inc.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(eSECTION 1.8(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender holder of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate certificates representing whole shares of Company Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after promptly, the amount of any cash payable with respect to a fractional share of Company Common Stock to which such surrender, holder is entitled pursuant to SECTION 1.8(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions distribution, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender occurring after surrender, payable with respect to such whole shares of Company Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Firstplus Financial Group Inc), Agreement and Plan of Merger (Life Financial Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Finisar Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Finisar Common Stock issuable hereunder in respect thereof represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.2(f) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar lawsLaw, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Company Finisar Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Finisar Common Stock to which such holder is entitled pursuant to Section 2.2(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company Finisar Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, and without duplicating any payment made under clause (i) above, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Finisar Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Finisar Corp), Agreement and Plan of Merger (Optium Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Company shares of SPSS Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company SPSS Common Stock issuable hereunder in respect thereof that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of SPSS Common Stock shall be paid to any such holder pursuant to Section 2.04(e), and all 2.5 until such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock holder shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the such holder of the certificate representing whole shares of Company SPSS Common Stock issued issuable in exchange therefor, without interest, (ia) as soon as practicable promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of SPSS Common Stock to which such holder is entitled Pursuant to Section 2.5 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company SPSS Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company SPSS Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Showcase Corp /Mn), Agreement and Plan of Merger (SPSS Inc)
Distributions with Respect to Unexchanged Shares. No ------------------------------------------------ dividends or other distributions declared or made after the Effective Time with respect to Company Onvia Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Onvia Common Stock issuable hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case represented thereby below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Company Onvia Common Stock issued in exchange therefor, without interest, interest (ia) as soon as practicable after at the time of such surrender, the amount of any dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company Onvia Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Onvia Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Onvia Com Inc), Agreement and Plan of Merger (Onvia Com Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or affidavit pursuant to Section 2.2(h) with respect to the shares of Company Parent Common Stock issuable hereunder in respect thereof represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case paragraph (e) below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate or affidavit. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate or affidavit, there shall be paid to the record holder of the certificate certificates representing whole shares of Company Parent Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to paragraph (e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RCN Corp /De/), Agreement and Plan of Merger (21st Century Telecom Group Inc)
Distributions with Respect to Unexchanged Shares. No Notwithstanding any other provision of this Agreement, no dividends or other distributions with respect to Company Common Stock with a record date declared or made after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Date on Acquirer Common Stock issuable hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any Person holding an Old Certificate evidencing Target Capital Stock until such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Old Certificate in accordance with this Article IIis surrendered for exchange as provided herein. Subject to the effect of applicable escheat or similar laws, following surrender of any such Old Certificate by any holder thereof, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforsuch surrendered Old Certificate, without interest, interest (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time Date theretofore paid payable with respect to such whole shares of Company the Acquirer Common Stock represented thereby and not paid, less the amount of any cash payable in lieu of a fractional share of Company Common Stock to withholding taxes which such holder is entitled pursuant to Section 2.04(e) may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time Date but prior to the time of such surrender and with a payment date subsequent to the time of such surrender payable with respect to such whole shares the Acquirer Common Stock represented thereby, less the amount of Company Common Stockany withholding taxes which may be required thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Media Metrix Inc), Agreement and Plan of Merger (National Medical Health Card Systems Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any which such holder is entitled to receive pursuant to Section 2.04(e)the terms hereof, and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following the surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Company Common Stock issued in exchange therefor, without interest, interest (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (ii) at the appropriate payment datedate therefor, the amount of dividends or other distributions with a record date after the Effective Time but prior to the surrender of such surrender Certificate and with a payment date subsequent to the surrender of such surrender Certificate payable with respect to such whole shares of Company Common Stock. Spinco shall deposit in the Exchange Fund all such dividends and distributions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forest Oil Corp), Agreement and Plan of Merger (Mariner Energy Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Book-Entry Share or Certificate with respect to the any shares of Company Parent Common Stock issuable hereunder in respect that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of any fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.04(e2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case case, until the surrender holder of such Book-Entry Share or Certificate shall surrender such Book-Entry Share or Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following Following surrender of any such Certificate Book-Entry Share or Certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforthereof, without interest, (i) as soon as practicable after at the time of such surrender, in addition to all other amounts to which such holder is entitled under this Article II, the amount of dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the Effective Time theretofore and paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock prior to which such holder is entitled pursuant to Section 2.04(e) surrender and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Hertz Global Holdings Inc)
Distributions with Respect to Unexchanged Shares. No ------------------------------------------------ dividends or other distributions declared or made after the Effective Time with respect to Company Acquiror Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Acquiror Common Stock issuable hereunder in respect thereof represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.6 below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Company Acquiror Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Acquiror Common Stock to which such holder is entitled pursuant to Section 2.6 below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company Acquiror Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Acquiror Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan (Yahoo Inc), Agreement and Plan of Merger (Applied Micro Circuits Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Company shares of Qwest Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Qwest Common Stock issuable hereunder in respect thereof that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Qwest Common Stock shall be paid to any such holder pursuant to Section 2.04(e), and all 2.5 until such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock holder shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the such holder of the certificate representing whole shares of Company Qwest Common Stock issued issuable in exchange therefor, without interest, (ia) as soon as practicable promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of Qwest Common Stock to which such holder is entitled pursuant to Section 2.5 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Qwest Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Qwest Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lci International Inc /Va/), Agreement and Plan of Merger (Qwest Communications International Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company IDEC Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company IDEC Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e)2.1(e) hereof, and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate has been surrendered in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsApplicable Law (as defined in Section 3.1(g)(i)), following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) as soon as practicable promptly after such surrender, the number of whole shares of IDEC Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of IDEC Common Stock to which such holder is entitled pursuant to Section 2.1(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company IDEC Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company IDEC Common Stock.
Appears in 2 contracts
Samples: Ii Agreement and Plan of Merger (Idec Pharmaceuticals Corp / De), Agreement and Plan of Merger (Biogen Inc)
Distributions with Respect to Unexchanged Shares. No Ringer will pay no dividends or and make no other distributions with respect to Company Ringer Common Stock with a record date after the Effective Time shall be paid to the holder Holder of any unsurrendered Certificate with respect to the evidencing Shares of SRI Common Stock of shares of Company Ringer Common Stock issuable hereunder included in respect thereof such Holder's proportionate share of the Merger Consideration, and Ringer will make no cash payment in lieu of fractional shares shall be paid to any such holder Holder pursuant to Section 2.04(e)2.05, and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender Holder of such Certificate in accordance with this Article IIsurrenders such Certificate. Subject to the effect of applicable escheat or similar laws, following Following surrender of any such Certificate there Certificate, the Paying Agent, on behalf of Ringer, shall be paid pay to the record holder of the certificate representing whole shares of Company Ringer Common Stock issued in exchange thereforfor such Certificate, 4 5 without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Ringer Common Stock to which such holder is entitled pursuant to Section 2.05 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Ringer Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Ringer Common Stock.. (c)
Appears in 1 contract
Samples: And Restated Agreement and Plan of Merger (Ringer Corp /Mn/)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Common Stock Subordinate Shares with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate certificate(s) for Shares with respect to the shares of Company Common Stock issuable hereunder in respect thereof Subordinate Shares represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.7(e) until the surrender of such Certificate certificate(s) in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate certificate(s), there shall be paid to the holder of the certificate certificate(s) representing whole shares of Company Common Stock Subordinate Shares issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, surrender the amount of any cash payable in lieu of a fractional Subordinate Share to which such holder is entitled pursuant to Section 2.7(e) and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Subordinate Shares, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Common StockSubordinate Shares.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Merchants Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Merchants Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e1.07(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender holder of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate certificates representing whole shares of Company Merchants Common Stock issued in exchange therefortherefore, without interest, (i) as soon as practicable after promptly, the amount of any cash payable with respect to a fractional share of Merchants Common Stock to which such surrender, holder is entitled pursuant to Section 1.07(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Merchants Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions distributions, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender occurring after surrender, payable with respect to such whole shares of Company Merchants Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Merchants & Manufacturers Bancorporation Inc)
Distributions with Respect to Unexchanged Shares. No Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Effective Time with respect to Company any shares of JSC Common Stock with having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e)holder, and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender holder of such Certificate shall surrender such Certificate as provided in accordance with this Article IISection 2.02. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate certificates representing whole shares of Company JSC Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of JSC Common Stock to which such holder is entitled pursuant to subsection (e) of this Section 2.02 and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company JSC Common Stock and Stock, less the amount of any cash payable in lieu of a fractional share of Company Common Stock to withholding taxes which such holder is entitled pursuant to Section 2.04(e) may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company JSC Common Stock, less the amount of any withholding taxes which may be required thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jefferson Smurfit Corp /De/)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company CBIN Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing FFKY Common Stock with respect to the shares of Company FFKY Common Stock issuable hereunder in respect thereof upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e)3.1(e) hereof, and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II3. Subject to the effect of applicable escheat or similar lawsLaw, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing Certificate entitled to whole shares of Company CBIN Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of CBIN Common Stock to which such holder is entitled pursuant to Section 3.1(e) hereof and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company CBIN Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company CBIN Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Share Exchange (Community Bank Shares of Indiana Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company NBT Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company NBT Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares of NBT Common Stock (if any) shall be paid to any such holder pursuant to Section 2.04(e1.09(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender holder of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate certificates representing whole shares of Company NBT Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after promptly, the amount of any cash payable with respect to a fractional share of NBT Common Stock to which such surrender, holder is entitled pursuant to Section 1.09(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company NBT Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions distributions, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender occurring after surrender, payable with respect to such whole shares of Company NBT Common Stock.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Company Bxxxx Common Stock, Covalence Common Stock or Covalence Preferred Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Surviving Corporation Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender holder of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following the surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate certificates representing whole shares of Company Surviving Corporation Common Stock issued in exchange therefor, without interest, (iA) as soon as practicable after at the time of such surrender, surrender the amount of any cash payable with respect to a fractional share of Surviving Corporation Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid (but withheld pursuant to the immediately preceding sentence) with respect to such whole shares of Company Surviving Corporation Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (iiB) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Surviving Corporation Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Venture Packaging Inc)
Distributions with Respect to Unexchanged Shares. No dividends or ------------------------------------------------ other distributions declared or made after the Effective Time with respect to Company Buyer Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.2(e) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate as contemplated by Section 2.2(b). Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be issued and paid to the record holder of the certificate Certificate, (i) certificates representing whole shares of Company Buyer Common Stock issued in exchange therefor, without interest, (iii) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Buyer Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company Buyer Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (iiiii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Buyer Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cmgi Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Gaming Co. Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Gaming Co. Common Stock issuable hereunder the holder thereof is entitled to receive in respect thereof exchange therefor and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case subsection (e) below until the surrender holder of record of such Certificate in accordance with this Article IIsurrenders such Certificate. Subject to the effect of applicable escheat or similar lawsApplicable Laws, following surrender of any such Certificate there shall be paid to the record holder of the certificate certificates representing whole shares of Company Gaming Co. Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Gaming Co. Common Stock to which such holder is entitled pursuant to subsection (e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company Gaming Co. Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Gaming Co. Common Stock.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Company shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock issuable hereunder in respect thereof that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.04(e), and all 2.5 until such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock holder shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the such holder of the certificate representing whole shares of Company Parent Common Stock issued issuable in exchange therefor, without interest, (ia) as soon as practicable 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 Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jones Apparel Group Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Acquiror Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Acquiror Common Stock issuable hereunder in respect thereof represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.6 below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Company Acquiror Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Acquiror Common Stock to which such holder is entitled pursuant to Section 2.04(e) 2.6 below and the amount of any dividends or other distributions with a record date after the Effective Time previously paid with respect to such whole shares of Acquiror Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender surrender, payable with respect to such whole shares of Company Acquiror Common Stock.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Parent Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case 2.2(e) until the holder of record of such Certificate shall surrender of such Certificate in accordance with this Article ARTICLE II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate representing whole shares of Company Parent Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock and Stock, less the amount of any cash payable in lieu of a fractional share of Company Common Stock to withholding taxes which such holder is entitled pursuant to Section 2.04(e) may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock, less the amount of any withholding taxes which may be required thereon.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Puma Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Puma Common Stock issuable hereunder in respect thereof represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case subsection (e) below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Company Puma Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Puma Common Stock to which such holder is entitled pursuant to subsection (e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Company Puma Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Puma Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Puma Technology Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the any shares of Company Parent Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e3.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate or Book-Entry Share in accordance with this Article IIARTICLE III. Subject to the effect of applicable escheat or similar lawsApplicable Laws, following surrender of any such Certificate or Book-Entry Share, there shall be paid to the holder of the certificate representing whole shares of Company Parent Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 3.2(e), (ii) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (iiiii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Parent Common Stock.
Appears in 1 contract
Samples: Stockholders Agreement (Fairmount Santrol Holdings Inc.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company shares of Xxxxxx Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Xxxxxx Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e)2.1(e) hereof, and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate has been surrendered in accordance with this Article II. Subject to the effect of applicable escheat or similar lawsApplicable Laws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) as soon as practicable promptly after such surrender, the number of whole shares of Xxxxxx Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of Xxxxxx Common Stock to which such holder is entitled pursuant to Section 2.1(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Xxxxxx Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Xxxxxx Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apogent Technologies Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Buyer Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Buyer Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e1.3(e), and all such dividends, other distributions and cash in lieu of fractional shares of Company Buyer Common Stock shall be paid by the Company Buyer to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. I. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Company Buyer Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Buyer Common Stock Stock, and the amount of any cash payable in lieu of a fractional share of Company Buyer Common Stock to which such holder is entitled pursuant to Section 2.04(e1.3(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Buyer Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Precision Response Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company KBI Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing MFC Common Stock with respect to the shares of Company MFC Common Stock issuable hereunder in respect thereof upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e)4.1(e) hereof, and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II4. Subject to the effect of applicable escheat or similar lawsLaw, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate representing Certificate entitled to whole shares of Company KBI Common Stock issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of any cash payable in lieu of a fractional share of KBI Common Stock to which such holder is entitled pursuant to Section 4.1(e) hereof and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company KBI Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e) Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company KBI Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Share (Kentucky Bancshares Inc /Ky/)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Company Common Stock Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock issuable hereunder in respect thereof Shares represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e2.3(d), and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate as contemplated by Section 2.3(b). Subject to the effect of unclaimed property, escheat and other applicable escheat or similar laws, following surrender of any such Certificate Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Company Common Stock Shares issued in exchange therefor, without interest, (i) as soon as practicable after at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of a fractional share of Company Common Stock to which such holder is entitled pursuant to Section 2.04(e2.3(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole Company Shares and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Common StockShares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Puget Sound Power & Light Co /Wa/)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Acquisition Merger Effective Time with respect to Company Nanometrics Delaware Common Stock with a record date after the Acquisition Merger Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Nanometrics Delaware Common Stock issuable hereunder in respect thereof represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.04(e3.2(d), unless and all such dividends, other distributions and cash in lieu of fractional shares of Company Common Stock shall be paid by the Company to the Exchange and Paying Agent and shall be included in the Exchange Fund, in each case until the surrender holder of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of escheat, tax or other applicable escheat or similar lawsLaws, following surrender of any such Certificate Certificate, there shall be paid to the holder of the certificate certificates representing whole shares of Company Nanometrics Delaware Common Stock issued in exchange therefor, in addition to the Merger Consideration deliverable therefore pursuant to Section 2.6, without interest, (iA) as soon as practicable after such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock and the amount of any cash payable in lieu of with respect to a fractional share of Company Nanometrics Delaware Common Stock to which such holder is entitled pursuant to Section 2.04(e3.2(d) and (iiB) at the appropriate payment date, the amount of dividends or other distributions distributions, with a record date after the Acquisition Merger Effective Time but prior to such surrender and with a payment date subsequent to such surrender occurring after surrender, payable with respect to such whole shares of Company Nanometrics Delaware Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (August Technology Corp)
