Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 28 contracts
Samples: Agreement and Plan of Reorganization (Inktomi Corp), Agreement and Plan of Reorganization (Aruba Networks, Inc.), Agreement and Plan of Reorganization (Artisan Components Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Acquiror Common Stock with a record date after the Effective Time will shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby until the holder of record of such Certificate shall surrender surrenders such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid which would have been previously payable (but for the provisions of this Section 1.7(d)) with respect to such whole shares of Parent Acquiror Common Stock.
Appears in 10 contracts
Samples: Agreement and Plan of Reorganization (Predictive Systems Inc), Agreement and Plan of Reorganization (Ariba Inc), Merger Agreement and Plan of Reorganization (Photo Control Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.7(d)) with respect to such whole shares of Parent Common Stock.
Appears in 10 contracts
Samples: Agreement and Plan of Merger and Reorganization (Active Voice Corp), Agreement and Plan of Merger and Reorganization (Saflink Corp), Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Common Stock and with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 9 contracts
Samples: Agreement and Plan of Reorganization (Neurocrine Biosciences Inc), Agreement and Plan of Merger (Starbase Corp), Agreement and Plan of Reorganization (PMC Sierra Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder holders of any unsurrendered Certificate Certificates with respect to the shares of Parent Common Stock represented thereby until the holder holders of record of such Certificate Certificates shall surrender such CertificateCertificates. Subject to applicable law, following Following surrender of any such CertificateCertificates, there the Exchange Agent shall be paid deliver to the record holder of the holders thereof, without interest, certificates representing whole shares of Parent Common Stock issued in exchange thereforhereof and, without interest, at the time of such surrendersubject to applicable law, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to such whole shares of Parent Common Stock.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (One2one Living Corp), Agreement and Plan of Merger (North American Oil & Gas Corp.), Agreement and Plan of Merger (Terra Tech Corp.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to the effect of applicable lawescheat or similar laws, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock Certificates issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 3.02(d)) with respect to such whole shares of Parent Common Stock.
Appears in 8 contracts
Samples: Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (At Plan Inc), Agreement and Plan of Merger and Reorganization (Netcreations Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate. Subject to applicable law, following surrender of any such Company Stock Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Mediscience Technology Corp), Agreement and Plan of Reorganization (Taleo Corp), Agreement and Plan of Merger (Harmonic Inc)
Distributions with Respect to Unexchanged Shares. No dividends or ------------------------------------------------ other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Critical Path Inc), Agreement and Plan of Reorganization (International Network Services), Agreement and Plan of Reorganization (Seagate Technology Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Acquiror Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.7(d)) with respect to such whole shares of Parent Acquiror Common Stock.
Appears in 7 contracts
Samples: Agreement and Plan of Merger and Reorganization (Crossroads Systems Inc), Agreement and Plan of Reorganization (Cisco Systems Inc), Agreement and Plan of Reorganization (Premier Laser Systems Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to the effect of applicable lawescheat or similar laws, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock Certificates issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 3.02(e)) with respect to such whole shares of Parent Common Stock.
Appears in 6 contracts
Samples: Stockholder Agreement (Doubleclick Inc), Stockholder Agreement (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Vision Twenty One Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Ydi Wireless Inc), Agreement and Plan of Reorganization (C Bridge Internet Solutions Inc), Agreement and Plan of Merger (Phazar Corp)
Distributions with Respect to Unexchanged Shares. No dividends ------------------------------------------------ or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Inktomi Corp), Affiliate Agreement (Inktomi Corp), Agreement and Plan of Reorganization (Critical Path Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Public Company Common Stock with a record date after the Effective Time will shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such CertificateCertificate in accordance with this Section 2.2. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be issued and paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interestCertificate, at the time of such surrender, surrender 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 Parent Public Company Common Stock, without interest, and at the appropriate payment date, the amount of dividends or other distributions having a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender that are payable with respect to such whole shares of Public Company Common Stock.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (IMARA Inc.), Agreement and Plan of Merger (Millendo Therapeutics, Inc.), Agreement and Plan of Merger (Amergent Hospitality Group, Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates Certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.7(d)) with respect to such whole shares of Parent Common Stock.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Speedfam Ipec Inc), Agreement and Plan of Reorganization (Novellus Systems Inc), Agreement and Plan of Reorganization (Gasonics International Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Buyer Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Buyer Common Stock represented thereby until the holder of record of such Certificate shall surrender has surrendered such Certificate. Subject to applicable lawLaw, following surrender of any such Certificate, there shall will be paid to the record holder of the certificates representing whole shares of Parent Buyer Common Stock issued in exchange therefor, without interest, interest at the time of such surrender, the amount of dividends any such dividend or other distributions distribution with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.3(d)) with respect to such whole shares of Parent Buyer Common Stock.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Focus Universal Inc.), Agreement and Plan of Merger (Focus Universal Inc.), Agreement and Plan of Merger (Indigo-Energy, Inc.)
Distributions with Respect to Unexchanged Shares. No ------------------------------------------------ dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.7(d)) with respect to such whole shares of Parent Common Stock.
Appears in 5 contracts
Samples: Shareholder Agreement (Digital Island Inc), Shareholder Agreement (Integrated Measurement Systems Inc /Or/), Shareholder Agreement (Digital Island Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to the effect of applicable lawescheat or similar Laws, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock Certificates issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 3.02(d)) with respect to such whole shares of Parent Common Stock.
Appears in 4 contracts
Samples: Stockholder Agreement (Messagemedia Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Messagemedia Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be issued and paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interestCertificate, at the time of such surrender, 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 Parent Common Stock, without interest, and, at the appropriate payment date, the amount of dividends or other distributions having a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender that are payable with respect to such whole shares of Parent Common Stock.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Barpoint Com Inc), Agreement and Plan of Merger (Icoria, Inc.), Agreement and Plan of Merger (Clinical Data Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate. Subject to applicable law, following surrender of any such Company Stock Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock. No interest shall be payable on any cash deliverable upon the exchange of any Company Capital Stock.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Acquiror Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.7(c)) with respect to such whole shares of Parent Acquiror Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Kana Communications Inc), Agreement and Plan of Merger (I2 Technologies Inc), Agreement and Plan of Merger (I2 Technologies Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Buyer Common Stock with a record date after the Effective Time will shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be issued and paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interestCertificate, at the time of such surrender, 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 Parent Buyer Common Stock, without interest, and, at the appropriate payment date, the amount of dividends or other distributions having a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender that are payable with respect to such whole shares of Buyer Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Avid Technology Inc), Agreement and Plan of Merger (Genaissance Pharmaceuticals Inc), Agreement and Plan of Merger (Pinnacle Systems Inc)
Distributions with Respect to Unexchanged Shares. No dividends ------------------------------------------------ or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.7(d)) with respect to such whole shares of Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (E Trade Group Inc), Agreement and Plan of Reorganization (Sandpiper Networks Inc), Agreement and Plan of Merger and Reorganization (E Trade Group Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.7.4) with respect to such whole shares of Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Parentech Inc), Agreement and Plan of Merger and Reorganization (Parentech Inc), Agreement and Plan of Merger and Reorganization (Parentech Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Acquiror Common Stock with a record date after the Effective Time will shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby until the holder of record of such Certificate shall surrender surrenders such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid that would have been previously payable (but for the provisions of this Section 1.7(d)) with respect to such whole shares of Parent Acquiror Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Legato Systems Inc), Agreement and Plan of Reorganization (Ontrack Data International Inc), Agreement and Plan of Reorganization (Micromuse Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock declared or made with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Carrier Access Corp), Agreement and Plan of Reorganization (New Era of Networks Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented evidenced thereby until the holder of record of such Certificate shall surrender such CertificateCertificate pursuant to Section 2.8(c). Subject to applicable lawLaw, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing evidencing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Atmi Inc), Agreement and Plan of Merger (Atmi Inc), Agreement and Plan of Merger (Atmi Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Collegelink Com Incorp), Agreement and Plan of Reorganization (Sagent Technology Inc), Agreement and Plan of Reorganization (Cybermedia Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to applicable law, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates Parent Certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, plus the amount of dividends or other distributions (without interest) with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock.
Appears in 3 contracts
Samples: Non Competition Agreement (Cypress Semiconductor Corp /De/), Voting Agreement (Cypress Semiconductor Corp /De/), Voting Agreement (Cypress Semiconductor Corp /De/)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Acquiror Common Stock with a record date on or after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, interest at the time of such surrender, the amount of any such dividends or other distributions with a record date on or after the Effective Time theretofore paid payable (but for the provisions of this Section 1.7(d)) with respect to such whole shares of Parent Acquiror Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Zhone Technologies Inc), Agreement and Plan of Reorganization (Intraop Medical Corp), Agreement and Plan of Reorganization (Digitalpreviews Com Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Acquiror Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.6(d)) with respect to such whole shares of Parent Acquiror Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Network Appliance Inc), Agreement and Plan of Reorganization (Cisco Systems Inc), Agreement and Plan of Reorganization (Cisco Systems Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.5(d)) with respect to such whole shares of Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (SP Holding CORP), Agreement and Plan of Merger and Reorganization (SP Holding CORP), Agreement and Plan of Merger and Reorganization (SP Holding CORP)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Acquiror Common Stock with a record date after the Effective Time will shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.7(d)) with respect to such whole shares of Parent Acquiror Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Endosonics Corp), Agreement and Plan of Reorganization (Cardiometrics Inc), Agreement and Plan of Reorganization (Endosonics Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to applicable law, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.8(d)) with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Phone Com Inc), Shareholder Agreement (Phone Com Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Exchangeable Shares declared or made after the Effective Closing Time with respect to Parent Common Stock and with a record date after the Effective Closing Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock Exchangeable Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock Exchangeable Shares issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Closing Time theretofore paid payable with respect to such whole shares number of Parent Common StockExchangeable Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Acquisition (Backweb Technologies LTD), Agreement and Plan of Acquisition (Backweb Technologies LTD)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time Time, with respect to Parent Ranger Common Stock with a record date after the Effective Time will Time, shall be paid to the holder of any unsurrendered Certificate with respect to the a certificate representing shares of Parent Xxxxxxxxx Common Stock represented thereby which has not been surrendered until the holder of record of such Certificate certificate shall surrender such Certificatecertificate or comply with the lost instrument procedure set forth in Section 2.7. Subject to applicable law, following surrender of any such Certificatecertificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Ranger Common Stock issued in exchange therefortherefore, without interest, 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 Parent Ranger Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ranger Industries Inc), Agreement and Plan of Merger and Reorganization (Bumgarner Enterprises Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Acquiror Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate. Subject to applicable law, following surrender of any such Company Stock Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, at the time of such surrendertherefore, the amount of dividends or other distributions (without interest) with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Acquiror Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Digital Music Group, Inc.), Agreement and Plan of Reorganization (Digital Music Group, Inc.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Stock Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Stock Certificate shall surrender such Stock Certificate. Subject to applicable law, following surrender of any such Stock Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (QRS Corp), Agreement and Plan of Reorganization (Ondisplay Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock Shares with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock Shares represented thereby until the holder of record of such Company Certificate shall surrender such CertificateCompany Certificate and any underlying Shares. Subject to the effect of applicable lawescheat or similar laws, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock Certificates issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 3.02(d)) with respect to such whole shares of Parent Common StockShares.
Appears in 2 contracts
Samples: Merger Agreement (Sapiens International Corp N V), Merger Agreement (Ness Technologies Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Preferred Stock with a record date after the Effective Time will shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Preferred Stock issued in exchange therefor, without interest, 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 Parent Common Preferred Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Superior Telecom Inc), Agreement and Plan of Merger (Superior Telecom Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock represented thereby which the holder thereof has the right to receive until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to applicable law, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock certificates issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.7(d)) with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Tut Systems Inc), Agreement and Plan of Merger and Reorganization (Copper Mountain Networks Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate not surrendered with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there Parent shall cause to be paid to the record holder of the certificates Certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.7(d)) with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Saba Software Inc), Agreement and Plan of Reorganization (Centra Software Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Acquiror Common Stock with a record date after the Effective Time will shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such CertificateCertificate in accordance with this Section 2.2. Subject to the effect of applicable lawLegal Requirements, following surrender of any such Certificate, there shall be issued and paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interestCertificate, at the time of such surrender, surrender 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 Parent Acquiror Common Stock, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.), Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Acquiror Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, interest at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.7(d)) with respect to such whole shares of Parent Acquiror Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Maxtor Corp), Agreement and Plan of Reorganization (Cybercash Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock declared or made with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netscape Communications Corp), Agreement and Plan of Reorganization (Russo Paul M)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Acquiror Stock with a record date after the Effective Time will Date shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Acquiror Stock represented thereby until the holder of record of such Certificate shall surrender surrenders such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Acquiror Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid Date which would have been previously payable (but for the provisions of this Section 1.7(d)) with respect to such whole shares of Parent Common Acquiror Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Precise Software Solutions LTD), Agreement and Plan of Merger (Precise Software Solutions LTD)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time Time, with respect to Parent Common Stock with a record date after the Effective Time will Time, shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such CertificateCertificate or comply with the lost instrument procedure set forth in Section 2.7. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Medical Dynamics Inc), Agreement and Plan of Merger and Reorganization (Infocure Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the whole shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following Following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid and payable between the Effective Time and the time of such surrender with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dallas Semiconductor Corp), Agreement and Plan of Merger (Maxim Integrated Products Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to shares of Parent Common Stock declared or made after the Effective Time with respect to Parent Common Stock and with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate Instrument with respect to the shares of Parent Common Stock represented Merger Shares evidenced thereby until the holder of record of such Certificate Instrument shall surrender such CertificateInstrument pursuant to Section 1.9(c) hereof. Subject to applicable lawLaw, following surrender of any such CertificateInstrument, there shall be paid to the record holder of the certificates representing Instruments evidencing whole shares of Parent Common Stock Merger Shares issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hologic Inc), Agreement and Plan of Merger (Hologic Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates Certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (PLX Technology Inc), Agreement and Plan of Reorganization (PLX Technology Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Acquiror Capital Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Acquiror Capital Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Acquiror Capital Stock issued in exchange therefor, without interest, interest at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 2.7(d)) with respect to such whole shares of Parent Common Acquiror Capital Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Convio, Inc.), Agreement and Plan of Merger (Convio, Inc.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to the Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to the effect of applicable lawescheat or similar laws, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock Certificates issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 3.02(d)) with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ariel Corp), Agreement and Plan of Merger (Mayan Networks Corp/Ca)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the whole shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid and payable between the Effective Time and the time of such surrender with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mapquest Com Inc), Agreement and Plan of Merger (America Online Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time Time, with respect to Parent Common Stock Shares with a record date after the Effective Time will Time, shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock Shares issued in exchange therefor, without interest, 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 Parent Common Stock.Shares. (d)
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Megatest Corp), Exhibit 2 Agreement and Plan of Merger (Teradyne Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time date of this Agreement with respect to Parent Allegro Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Allegro Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the thereof certificates representing whole shares of Parent Allegro Common Stock issued in exchange therefor, without interest, at the time of such surrender, along with 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 Parent Allegro Common Stock.. (e)
Appears in 2 contracts
Samples: Exhibit 2 Agreement and Plan of Reorganization (Allegro New Media Inc), Agreement and Plan of Reorganization (Allegro New Media Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the any holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to applicable law, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Vitesse Semiconductor Corp), Agreement and Plan of Reorganization (Probusiness Services Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such CertificateCertificate or provide an affidavit under Section 1.11. Subject to applicable law, following surrender of any such Certificate, there shall be paid provided to the record holder of the such Certificate stock certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, therefor 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 Parent Common Stock.. (e)
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tangible Asset Galleries Inc), Agreement and Plan of Merger (Tangible Asset Galleries Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Ameralink Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Ameralink Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Ameralink Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.7(e)) with respect to such whole shares of Parent Ameralink Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amera Link Inc), Agreement and Plan of Merger (Amera Link Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable lawLaw, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Moviefone Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock represented thereby which the holder thereof has the right to receive until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to applicable law, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock certificates issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 2.8(d)) with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Ikos Systems Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, therefor (without interest, ) at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.7(d)) with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder holders of any unsurrendered Certificate Certificates with respect to the shares of Parent Common Stock represented thereby until the holder holders of record of such Certificate Certificates shall surrender such CertificateCertificates. Subject to applicable law, following surrender of any such CertificateCertificates, there Parent shall be paid deliver to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange thereforholders thereof, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to such whole shares of Parent Common StockStock received by such record holder pursuant to this Agreement.
Appears in 1 contract
Samples: Escrow Agreement (MSC Software Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Acquiror Capital Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Acquiror Capital Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Acquiror Capital Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.7(f)) with respect to such whole shares of Parent Common Acquiror Capital Stock.
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 Parent Common Stock declared or made with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender theretofore paid with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate certificate shall surrender such Certificatecertificate. Subject to applicable law, following surrender of any such Certificatecertificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Critical Path Inc)
Distributions with Respect to Unexchanged Shares. No dividends ------------------------------------------------ or other distributions declared or made after the Effective Time date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Flycast Communications Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate. Subject to applicable law, following surrender of any such Company Stock Certificate, there shall be paid to the record holder of the certificates Company Stock Certificate a certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, interest at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.11(d)) with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Protein Design Labs Inc/De)
Distributions with Respect to Unexchanged Shares. No dividends or ------------------------------------------------ other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with in respect to of the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, plus the amount of dividends or other distributions (without interest) with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ibeam Broadcasting Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to applicable law, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.9(e)) with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tumbleweed Communications Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the thereof certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, along with 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 Parent Common Stock.
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 Parent Common Stock with a record date after the Effective Time will shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be issued and paid to the record holder of the Certificate, (i) subject to Section 2.2(d), certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, and (ii) at the time of such surrenderappropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock.
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 Parent Common Preferred Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Preferred Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Preferred Stock issued in exchange therefor, without interest, 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 Parent Common Preferred Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Popmail Com Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Socket Communications Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Preferred Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the any shares of Parent Common Preferred Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Preferred Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 1.7(d)) with respect to such whole shares of Parent Common Preferred Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (E-Medsoft Com)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Acquiror Common Stock with a record date on or after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates certificate representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date on or after the Effective Time theretofore paid Time, payable (but for the provisions of this Section 1.7(e)) with respect to such whole shares of Parent Acquiror Common Stock.
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 Parent Common Stock Shares with a record date after the Effective Time will shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby Shares they are entitled to receive until the holder of record of such Certificate shall surrender such CertificateCertificate in accordance with the provisions of Section 1.07(b). Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock Shares issued in exchange therefor, without interest, 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 Parent Common StockShares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tyco International LTD /Ber/)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time date of this Agreement with respect to Parent Common Preferred Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Preferred Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Preferred Stock issued in exchange therefor, without interest, 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 Parent Common Preferred Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sagent Technology Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with in respect to of the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, plus the amount of dividends or other distributions (without interest) with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ibeam Broadcasting Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to applicable law, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
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 Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate. Subject to applicable law, following surrender of any such Company Stock Certificate, there shall be paid delivered to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock. No interest shall be payable on any cash deliverable upon the exchange of any Company Capital Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent the Class A Common Stock with a record date after the Effective Time will shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, 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 Parent Class A Common Stock.
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 Parent Common Stock with a record date after the Effective Time will shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.. (d)
Appears in 1 contract
Samples: Execution Copy Agreement (Silicon Graphics Inc /Ca/)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to applicable law, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates Parent Certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, plus the amount of dividends or other distributions (without interest) with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Digitalthink Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time Date will be paid to the holder holders of any unsurrendered Certificate Certificates with respect to the shares of Parent Common Stock represented thereby until the holder holders of record of such Certificate Certificates shall surrender such CertificateCertificates. Subject to applicable law, following Following surrender of any such CertificateCertificates, there the Exchange Agent shall be paid deliver to the record holder of the holders thereof, without interest, certificates representing whole shares of Parent Common Stock issued in exchange thereforhereof and, without interest, at the time of such surrendersubject to applicable law, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid Date payable with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan (TechAlt, Inc.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Acquiror Common Stock with a record date after the Effective Time will shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby until the holder of record of such Certificate shall surrender surrenders such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid which previously would have been payable (but for the provisions of this Section 1.8(d)) with respect to such whole shares of Parent Acquiror Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Silicon Laboratories Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to applicable law, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to such whole shares of Parent Common Stock.
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 Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate certificate shall surrender such Certificatecertificate. Subject to applicable lawLaw, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Distributions with Respect to Unexchanged Shares. No ------------------------------------------------ dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock and cash issued in exchange therefor, without interest, at the time of such surrender, plus the amount of dividends or other distributions (without interest) with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Goto Com Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Acquiror Stock with a record date after the Effective Time will Date shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Acquiror Stock represented thereby until the holder of record of such Certificate shall surrender surrenders such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Acquiror Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid Date which would have been previously payable (but for the provisions of this Section 1.7(c)) with respect to such whole shares of Parent Common Acquiror Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Laureate Education, Inc.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock Shares with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock Shares represented thereby until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to applicable law, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock Shares issued in exchange therefor, without interest, 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 Parent Common StockShares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cardiome Pharma Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other ------------------------------------------------ distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Common Stock and with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common StockStock .
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cirrus Logic Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common StockCommon.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Peregrine Systems Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Series F Preferred Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Series F Preferred Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Series F Preferred Stock issued in exchange therefor, without interest, 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 Parent Common Series F Preferred Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ibeam Broadcasting Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to shares of Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to the effect of applicable lawescheat or similar laws, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock Certificates issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 3.02(c)) with respect to such whole shares of Parent Common Stock.
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 Parent Common Stock with a record date after the Effective Time will shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender surrenders such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid which would have been previously payable (but for the provisions of this Section 1.11(d)) with respect to such whole shares of Parent Common Stock.
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 Parent Common Stock with a record date after the Effective Time will shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
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 Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Stock Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Company Stock Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cirrus Logic Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock Shares with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock Shares issued in exchange therefor, without interest, interest at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 2.7(b)) with respect to such whole shares of Parent Common StockShares.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Mdsi Mobile Data Solutions Inc /Can/)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Company Certificate shall surrender such Company Certificate. Subject to applicable lawLaw, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, 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 Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spreadtrum Communications Inc)
Distributions with Respect to Unexchanged Shares. No dividends ------------------------------------------------ or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time Date will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time Date theretofore paid payable (but for the provisions of this Section 2.3(d)) with respect to such whole shares of Parent Common Stock.
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 Parent Buyer Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Buyer Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Buyer Common Stock issued in exchange therefor, without interest, interest at the time of such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid payable (but for the provisions of this Section 2.7(d)) with respect to such whole shares of Parent Buyer Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (E Piphany Inc)
