Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Agent shall deliver to the holders of certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock.
Appears in 9 contracts
Samples: Agreement and Plan of Reorganization (Hemosense Inc), Agreement and Plan of Reorganization (Cholestech Corporation), Agreement and Plan of Reorganization (Inverness Medical Innovations Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement Effective Time with respect to Parent Buyer Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Buyer Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (e) below until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of the certificates representing whole shares of Parent Buyer Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to in lieu of a fractional share of Parent Buyer Common Stock to which such holder is entitled pursuant to Section 1.7(esubsection (e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Buyer Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to surrender payable with respect to such whole shares of Parent Buyer Common Stock.
Appears in 8 contracts
Samples: Quarterly Report, Merger Agreement (Casella Waste Systems Inc), Merger Agreement (Learning Co Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date on or after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate formerly representing Company Common Stock with respect to the shares of Parent Common Stock represented thereby issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e) until the holders of record surrender of such Certificates shall surrender such CertificatesCertificate in accordance with this Article II. Subject to applicable lawLaw, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders holder of certificates the Certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 8 contracts
Samples: Merger Agreement (Coast Hotels & Casinos Inc), Merger Agreement (Harrahs Entertainment Inc), Stockholders Agreement (Coast Hotels & Casinos Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.02(e), in each case until the holders of record holder of such Certificates Certificate shall surrender have surrendered such CertificatesCertificate in accordance with this Article II. Subject to applicable law, following Following the surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of certificates the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Merger Agreement (Boston Scientific Corp), Merger Agreement (Boston Scientific Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent shares of Purchaser Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Company Certificate with respect to the shares of Parent Purchaser Common Stock represented thereby until the holders of record that such holder would be entitled to receive upon surrender of such Certificates Company Certificate until such holder shall surrender such CertificatesCompany Certificate in accordance with Section 2.2. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCompany Certificate, the Exchange Agent there shall deliver be paid to the holders such holder of certificates representing whole shares of Parent Purchaser Common Stock issued issuable in exchange therefor, without interest, (ia) promptlypromptly after the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid but prior to such surrender and a payment date prior to such surrender payable with respect to such whole shares of Parent Purchaser Common Stock, Stock and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Purchaser Common Stock.
Appears in 6 contracts
Samples: Merger Agreement (Anthem Inc), Merger Agreement (Wellpoint Health Networks Inc /De/), Merger Agreement (Wellpoint Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to shares of Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby until the holders of record that such holder would be entitled to receive upon surrender of such Certificates shall surrender such CertificatesCertificate. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders such holder of certificates representing whole shares of Parent Common Stock issued issuable in exchange therefor, without interest, (ia) promptlypromptly after the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 5 contracts
Samples: Merger Agreement (Babyuniverse, Inc.), Merger Agreement (Broadwing Corp), Merger Agreement (Broadwing Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Book Entry Share formerly representing Company Common Stock with respect to the shares of Parent Common Stock represented thereby issuable upon surrender thereof until the holders of record surrender of such Certificates shall surrender such CertificatesBook Entry Share in accordance with this Article II. Subject to applicable lawLaw, following surrender of any such CertificatesBook Entry Share, the Exchange Agent there shall deliver be paid to the holders holder of certificates the Book Entry Share representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to before such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 5 contracts
Samples: Merger Agreement (Applied Molecular Transport Inc.), Merger Agreement (Cyclo Therapeutics, Inc.), Merger Agreement (Cyclo Therapeutics, Inc.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Lucent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Lucent Common Stock represented thereby thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Lucent Common Stock shall be paid by Lucent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the holders of record surrender of such Certificates shall surrender such CertificatesCertificate in accordance with this Article II. Subject to the effect of applicable lawescheat or similar laws, following surrender of any such Certificates, the Exchange Agent Certificate there shall deliver be paid to the holders holder of certificates the certificate representing whole shares of Parent Lucent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Lucent Common Stock, and the amount of any cash payable in lieu of a fractional share of Lucent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Lucent Common Stock.
Appears in 5 contracts
Samples: Merger Agreement (Lucent Technologies Inc), Merger Agreement (Lucent Technologies Inc), Merger Agreement (Excel Switching Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e) until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to applicable law, following Following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of certificates the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 4 contracts
Samples: Merger Agreement (Interwave Communications International LTD), Merger Agreement (Sanmina Corp/De), Merger Agreement (Irvine Horace H Ii)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to shares of Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Share with respect to the shares of Parent Common Stock represented thereby thereby, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 3.1(d), until the holders of record of such Certificates shall surrender such CertificatesShare has been surrendered in accordance with this Article III. Subject to applicable lawLaw, following surrender of any such CertificatesShare, the Exchange Agent there shall deliver be paid to the holders of certificates representing whole shares of Parent Common Stock issued in exchange thereforrecord holder thereof, without interest, (i) promptlypromptly after such surrender, the amount number of whole shares of Parent Common Stock issuable in exchange therefor pursuant to this Article III, together with any cash payable with respect to a in lieu of any fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e3.1(d) and the amount of any dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (ii) at the appropriate payment datedate (if any), the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 4 contracts
Samples: Merger Agreement (Fitlife Brands, Inc.), Merger Agreement (iSatori, Inc.), Merger Agreement (GenOn Energy, Inc.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to shares of Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby until the holders of record that such holder would be entitled to receive upon surrender of such Certificates Certificate and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.11 until such holder shall surrender such CertificatesCertificate in accordance with Section 2.8. Subject to the effect of applicable lawlaws, following the surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders such holder of certificates representing whole shares of Parent Common Stock issued issuable in exchange therefor, without interest, (ia) promptlypromptly after the time of such surrender, the amount of any cash payable with respect to a in lieu of fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) 2.11 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 4 contracts
Samples: Merger Agreement (Rohm & Haas Co), Merger Agreement (Morton Acquisition Corp), Merger Agreement (Rohm & Haas Co)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement Effective Time with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(d), in each case until the holders of record surrender of such Certificates shall surrender such CertificatesCertificate in accordance with this Article II. Subject to the effect of applicable lawescheat laws, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders holder of certificates the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any such cash payable with respect to in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e2.2(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 4 contracts
Samples: Merger Agreement (Anchor Gaming), Merger Agreement (International Game Technology), Merger Agreement (International Game Technology)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement Effective Time with respect to shares of Parent Common Stock with a record date after the Effective Time will be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the whole shares of Parent Common Stock represented thereby and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 1.9 until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate pursuant to Section 1.10(c). Subject to the effect of applicable lawLaws, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a in lieu of fractional share shares of Parent Common Stock to which such the holder is entitled pursuant to Section 1.7(e) 1.9 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after payable between the Effective Time but prior to and the time of such surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock.
Appears in 3 contracts
Samples: Merger Agreement (Webmethods Inc), Merger Agreement (Webmethods Inc), Merger Agreement (Webmethods Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date on or after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate formerly representing Company Common Stock with respect to the shares of Parent Common Stock represented thereby issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e) until the holders of record surrender of such Certificates shall surrender such CertificatesCertificate in accordance with this Article II. Subject to applicable lawLaw, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders holder of certificates the Certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 3 contracts
Samples: Merger Agreement (Reliance Steel & Aluminum Co), Merger Agreement (Reliance Steel & Aluminum Co), Merger Agreement (Jorgensen Earle M Co /De/)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement hereof with respect to Parent Common Stock with a record date after the Effective Time of the Company Merger and no payment in lieu of fractional shares pursuant to Section 1.9(f) will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Agent shall deliver to the record holders thereof, without interest (i) promptly after such surrender, the number of certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount therefor along with payment in lieu of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled shares pursuant to Section 1.7(e1.9(f) and the amount of any such dividends or other distributions with a record date after the Effective Time of the Company Merger and theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender of the Company Merger and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 3 contracts
Samples: Merger Agreement (Palm Inc), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Handspring Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby issuable pursuant to the Merger until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable lawApplicable Law, following surrender of any such Certificates, the Exchange Agent shall deliver to the record holders of certificates representing whole shares of Parent Common Stock issued in exchange thereforthereof, without interest, (i) promptlypromptly after such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e2.4(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such the whole shares of Parent Common StockStock issued in respect thereof, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Identix Inc), Agreement and Plan of Reorganization (Lau Acquisition Corp), Agreement and Plan of Reorganization (Viisage Technology Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement Effective Time with respect to Parent Common Stock with a record date on or after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate in accordance with this Section. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions distributions, if any, with a record date on or after the Effective Time which theretofore became payable, but which were not paid by reason of the immediately preceding sentence, with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 3 contracts
Samples: Promissory Note Conversion Agreement (Canfield Medical Supply, Inc.), Merger Agreement (Nine Mile Software, Inc.), Merger Agreement (Cascade Technologies Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement hereof with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Agent Parent shall deliver to the record holders of certificates representing whole shares of Parent Common Stock issued in exchange thereforthereof, without interest, (i) promptlypromptly after such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e2.6(g) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such the whole shares of Parent Common StockStock represented thereby, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Google Inc.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement Effective Time with respect to Parent Acquiror Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.6 below until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of the certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to in lieu of a fractional share of Parent Acquiror Common Stock to which such holder is entitled pursuant to Section 1.7(e) 2.6 below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Acquiror Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to surrender payable with respect to such whole shares of Parent Acquiror Common Stock.
Appears in 3 contracts
Samples: Merger Agreement (Deltagen Inc), Merger Agreement (Deltagen Inc), Merger Agreement (Yahoo Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to shares of Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Share with respect to the shares of Parent Common Stock represented thereby thereby, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.1(d), until the holders of record of such Certificates shall surrender such CertificatesShare has been surrendered in accordance with this Article II. Subject to applicable lawLaws, following surrender of any such CertificatesShare, the Exchange Agent there shall deliver be paid to the holders of certificates representing whole shares of Parent Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) promptlypromptly after such surrender, the amount number of whole shares of Parent Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable with respect to in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e2.1(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 3 contracts
Samples: Merger Agreement (Allegheny Energy, Inc), Merger Agreement (Firstenergy Corp), Merger Agreement
Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger (which shall exclude shares issued pursuant to the Bankruptcy Court Order) shall be deemed issued and outstanding as of the Effective Time. No dividends or other distributions declared or made after in respect of the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby Certificate until the holders of record holder of such Certificates Certificate shall surrender such CertificatesCertificate in accordance with this Article II. Subject to applicable lawLaw, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders such holder of certificates representing whole shares of Parent Common Stock issued issuable in exchange therefor, without interest, (ia) promptlypromptly after the time of surrender the number of whole shares of Parent Common Stock issuable in exchange therefor pursuant to this Article II, together with the amount cash consideration payable pursuant to Section 1.8, cash in lieu of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) 2.5 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (iib) at the appropriate payment date, date the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 3 contracts
Samples: Merger Agreement, Agreement and Plan of Merger (Verizon Communications Inc), Merger Agreement (Mci Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement hereof with respect to Parent Common Stock with a record date after the Effective Time and no payment in lieu of fractional shares pursuant to Section 2.7(e) will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Agent shall deliver to the record holders thereof, without interest (i) promptly after such surrender, the number of certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount therefor along with payment in lieu of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled shares pursuant to Section 1.7(e2.7(e) and the amount of any such dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Micro Linear Corp /Ca/), Merger Agreement (Sirenza Microdevices Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Agent shall deliver to the holders of certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e2.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Vignette Corp), Merger Agreement (Ondisplay Inc)
Distributions with Respect to Unexchanged Shares. Whenever a dividend or other distribution is declared by TEAM in respect of the TEAM Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all TEAM Common Stock to be issued pursuant to this Agreement. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date at or after the Effective Time with respect to TEAM Common Stock will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent TEAM Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Agent or TEAM shall deliver to the record holders of certificates representing whole shares of Parent Common Stock issued in exchange thereforthereof, without interest, (i) promptlypromptly after such surrender, the amount of any cash payable with respect to a fractional share of Parent TEAM Common Stock to which such holder is entitled pursuant to Section 1.7(el.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent TEAM Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent TEAM Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Team America Inc), Merger Agreement (Vsource Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement hereof with respect to Parent Common Stock with a record date after the Effective Time and no payment in lieu of fractional shares pursuant to Section 2.7(e) will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable lawApplicable Law, following surrender of any such Certificates, the Exchange Agent shall deliver to the record holders thereof, without interest (i) promptly after such surrender, the number of certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount therefor along with payment in lieu of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled shares pursuant to Section 1.7(e2.7(e) and the amount of any such dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Transwitch Corp /De), Merger Agreement (Centillium Communications Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to shares of Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.4(e) hereof, until the holders of record of such Certificates shall surrender such CertificatesCertificate has been surrendered in accordance with this Article II. Subject to applicable lawlaws, following surrender of any such CertificatesCertificate in accordance with this Article II, the Exchange Agent there shall deliver be paid to the holders of certificates representing whole shares of Parent Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and 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, Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time (but prior to before such surrender date) and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common StockStock issuable with respect to such Certificate.
Appears in 2 contracts
Samples: Merger Agreement (Tierone Corp), Merger Agreement (Tierone Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement Effective Time with respect to Parent Acquiror Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.8(e), until the holders of record holder of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to the effect of applicable lawLaws, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders holder of the certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Parent Acquiror Common Stock to which such holder is entitled pursuant to Section 1.7(e1.8(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Acquiror Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Acquiror Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (First Federal Capital Corp), Merger Agreement (First Federal Capital Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement hereof with respect to Parent Common Stock with a record date after the Effective Time and no cash payment in lieu of fractional shares pursuant to Section 1.6(f) will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Agent shall deliver to the record holders thereof, without interest (i) promptly after such surrender, the number of certificates representing whole shares of Parent Common Stock issued and amount of Per Share Cash Consideration paid in exchange therefor, without interest, (i) promptly, the amount therefor along with cash payment in lieu of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled shares pursuant to Section 1.7(e1.6(f) and the amount of any such dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Overture Services Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Company Certificate with respect to the shares of Parent Common Stock represented thereby until the holders of record that such holder would be entitled to receive upon surrender of such Certificates shall surrender such Certificates. Subject to applicable lawCompany Certificate, following surrender and no cash payment in lieu of any such Certificates, the Exchange Agent shall deliver to the holders of certificates representing whole fractional shares of Parent Common Stock issued shall be paid to any such holder pursuant to Section 3.7 until such holder shall surrender such Company Certificate in exchange thereforaccordance with Section 3.4. Subject to the effect of applicable laws, following the later of the surrender of any such Company Certificate and the Effective Time, there shall be paid to the record holder thereof without interest, (ia) promptlypromptly after such time, the amount of any cash payable with respect to a in lieu of fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) 3.7 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent thereto and to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Bruker Daltonics Inc), Merger Agreement (Bruker Axs Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date on or after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate or Converted Note with respect to the shares of Parent Common Stock represented thereby that the holder thereof has the right to receive upon the surrender thereof, until the holders of record holder of such Certificates Certificate or Converted Note shall surrender have surrendered such CertificatesCertificate or Converted Note in accordance with this Article 1. Subject to applicable law, following Following the surrender of any such CertificatesCertificate or Converted Note, the Exchange Agent there shall deliver be paid to the holders record holder of certificates the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Emmaus Life Sciences, Inc.), Merger Agreement (MYnd Analytics, Inc.)
Distributions with Respect to Unexchanged Shares. Whenever a dividend or other distribution is declared or made after the date hereof with respect to Parent Common Stock with a record date after the Effective Time, such declaration shall include a dividend or other distribution in respect of all shares of Parent Common Stock issuable pursuant to this Agreement. No dividends or other distributions declared or made after the date of this Agreement hereof with respect to shares of Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates or Book Entry Shares with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates or such Book Entry Shares shall surrender such CertificatesCertificates or such Book Entry Shares. Subject to applicable lawLaws, following surrender of any such CertificatesCertificates or such Book Entry Shares, the Exchange Agent shall deliver to the record holders thereof, without interest, promptly after such surrender, the number of certificates representing whole shares of Parent Common Stock issued in exchange therefore, cash payment if any issued in exchange therefor, without interest, (i) promptly, the amount cash payment in lieu of any cash payable with respect to a fractional share of Parent Common Stock shares to which such holder is entitled pursuant to Section 1.7(e) and the amount of 2.1(g), along with any such dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Geo Group Inc), Merger Agreement (Cornell Companies Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement hereof with respect to Parent Common Stock with a record date after the Effective Time and no payment in lieu of fractional shares pursuant to Section 1.6(f) will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Agent shall deliver to the record holders thereof, without interest (i) promptly after such surrender, the number of certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount therefor along with payment in lieu of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled shares pursuant to Section 1.7(e1.6(f) and the amount of any such dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Micron Technology Inc), Merger Agreement (Lexar Media Inc)
Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time. No dividends or other distributions declared or made after the date in respect of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates with respect to the shares of Parent Company Common Stock represented thereby until the holders of record holder of such Certificates shares shall surrender such Certificatesshares in accordance with this Article II. Subject to applicable law, following surrender of any such Certificatesshares of Company Common Stock, the Exchange Agent there shall deliver be issued and/or paid to the holders holder of certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount dividends or other distributions payable in respect of any cash payable with respect to a fractional share such shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore and a payment date on or prior to the date of such surrender and not previously paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such shares of Parent Common Stock with a record date after the Effective Time but on or prior to the date of such surrender and with a payment date occurring after surrender, payable with respect subsequent to such whole shares of Parent Common Stocksurrender.
Appears in 2 contracts
Samples: Merger Agreement (ARBINET Corp), Merger Agreement (Primus Telecommunications Group Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement Effective Time with respect to Parent Company Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Company Common Stock represented thereby which such holder is entitled to receive pursuant to the terms hereof, until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to the effect of applicable lawlaws, following the surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of the certificates representing whole shares of Parent Company Common Stock issued in exchange therefor, without interest, interest (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Company Common Stock, Stock and (ii) at the appropriate payment datedate therefor, the amount of dividends or other distributions with a record date after the Effective Time but prior to the surrender of such Certificate and a payment date occurring after surrender, subsequent to the surrender of such Certificate payable with respect to such whole shares of Parent Company Common Stock. Spinco shall deposit in the Exchange Fund all such dividends and distributions.
Appears in 2 contracts
Samples: Merger Agreement (Forest Oil Corp), Merger Agreement (Mariner Energy Inc)
Distributions with Respect to Unexchanged Shares. No dividends or ------------------------------------------------ other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Agent shall deliver to the holders of certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Verisign Inc/Ca), Merger Agreement (Verisign Inc/Ca)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement Effective Time with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Company Certificate with respect to the shares of Parent Common Stock represented thereby thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e), until the holders holder of record of such Certificates Company Certificate shall surrender such CertificatesCompany Certificate. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCompany Certificate, the Exchange Agent there shall deliver be paid to the holders record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Coherent Communications Systems Corp), Merger Agreement (Tellabs Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the any shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates, except as provided in Section 2.3(d). Subject to applicable law, following surrender of any such Certificates, the Exchange Agent shall deliver to the record holders of certificates representing whole shares of Parent Common Stock issued in exchange thereforthereof, without interest, (i) promptlypromptly after such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to any such whole shares of Parent Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to any such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Nektar Therapeutics), Merger Agreement (Aerogen Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to shares of Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates certificate for Company Capital Stock (a “Company Certificate”) with respect to the shares of Parent Common Stock represented thereby until the holders of record that such holder would be entitled to receive upon surrender of such Certificates Company Certificate until such holder shall surrender such CertificatesCompany Certificate. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCompany Certificate, the Exchange Agent there shall deliver be paid to the holders such holder of certificates representing whole shares of Parent Common Stock issued issuable in exchange therefor, without interest, (ia) promptlypromptly after the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid but prior to such surrender and a payment date prior to such surrender payable with respect to such whole shares of Parent Common Stock, Stock and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Healthcare Acquisition Corp), Merger Agreement (Affinity Media International Corp.,)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Neoforma Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Neoforma Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Agent shall deliver to the holders of certificates representing whole shares of Parent Neoforma Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Parent Neoforma Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Neoforma Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Neoforma Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Eclipsys Corp), Merger Agreement (Neoforma Com Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Agent shall deliver to the record holders of certificates representing whole shares of Parent Common Stock issued in exchange thereforthereof, without interest, (i) promptlypromptly after such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Imanage Inc), Merger Agreement (Interwoven Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock Non-Cash Election Shares with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the Non-Cash Election Shares to be received in respect thereof and no cash payment in lieu of fractional shares of Parent Common Stock represented thereby shall be paid to any such holder pursuant to Section 2.6(e), in each case until the holders of record surrender of such Certificates shall surrender such CertificatesCertificate in accordance with this Article II. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders holder of certificates the New Certificate or New Certificates representing whole shares of Parent Common Stock Non-Cash Election Shares issued in exchange thereforconnection therewith, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to in lieu of a fractional share of Parent Common Stock Non-Cash Election Share to which such holder is entitled pursuant to Section 1.7(e2.6(e) and the proportionate amount of any dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common StockNon-Cash Election Shares, and (ii) at the appropriate payment date, the proportionate amount of any dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common StockNon-Cash Election Shares.
Appears in 2 contracts
Samples: Merger Agreement (Blount Winton M), Agreement and Plan of Merger and Recapitalization (Blount International Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement Effective Time with respect to Parent Common Stock with a record date on or after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate in accordance with this Section. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions distributions, if any, with a record date on or after the Effective Time which theretofore became payable, but which were not paid by reason of the immediately preceding sentence, with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to surrender payable with respect to such whole shares of Parent Common Stock.. NuGene, Inc. /Bling Markering, Inc. Agreement and Plan of Merger
Appears in 2 contracts
Samples: Merger Agreement (NuGene International, Inc.), Merger Agreement (Bling Marketing, Inc.)
Distributions with Respect to Unexchanged Shares. No dividends ------------------------------------------------ or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Agent shall deliver to the holders of certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Broadbase Software Inc), Merger Agreement (Kana Communications Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e) until the holders holder of record of such Certificates shall surrender Certificate surrenders such CertificatesCertificate. Subject to applicable law, following Following surrender of any such CertificatesCertificate, the Exchange Agent shall deliver in addition to the holders Merger Consideration payable and issuable pursuant to Section 2.1 in exchange for outstanding shares of certificates Company Common Stock, there shall be paid to the record holder of the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Ladish Co Inc), Merger Agreement (Allegheny Technologies Inc)
Distributions with Respect to Unexchanged Shares. No Whenever a dividend or other distribution is authorized by the Board of Directors of Parent and declared by Parent in respect of Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions declared or made after the date in respect of all shares issuable pursuant to this Agreement with Agreement. With respect to Parent Common Stock with Eligible Shares represented by a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with Company Certificate, no dividends or other distributions in respect to the shares of Parent Common Stock represented thereby shall be paid to any holder of any unsurrendered Eligible Share until the holders Company Certificate (or affidavit of record loss in lieu of such Certificates shall surrender such Certificatesthe Company Certificate as provided in Section 2.7) is surrendered for exchange in accordance with this Article II. Subject to applicable lawLaws, following surrender of any such Certificatessurrender, the Exchange Agent there shall deliver be issued or paid to the holders holder of certificates representing record of the whole shares of Parent Common Stock issued in exchange thereforfor Eligible Shares in accordance with this Article II, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and 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, Stock and not paid and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common StockStock with a record date after the Effective Time but with a payment date subsequent to surrender.
Appears in 2 contracts
Samples: Merger Agreement (Sabra Health Care REIT, Inc.), Merger Agreement (Care Capital Properties, Inc.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the right to receive shares of Parent Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.11(e) until the holders of record holder of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders of certificates representing whole shares of Parent Common Stock issued in exchange thereforholder thereof, without interest, : (i) promptlyat the time of such surrender, the amount of any cash payable with respect to in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e2.11(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, ; and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Living Centers of America Inc), Merger Agreement (New Grancare Inc)
Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions declared or made after in respect of the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders any holder of any unsurrendered Certificates Certificate until such Certificate is surrendered for exchange in accordance with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificatesthis Article IV. Subject to the effect of applicable lawLaws (as defined in Section 5.1(d)), following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be issued and/or paid to the holders holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (iA) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common StockStock and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Parent Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Medical Resources Management Inc), Agreement and Plan of Reorganization and Merger (Emergent Group Inc/Ny)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates Certificate(s) with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates Certificate(s) shall surrender such CertificatesCertificate(s). Subject to applicable law, following surrender of any such CertificatesCertificate(s), the Exchange Agent shall deliver to the record holders of certificates thereof, without interest, (i) a certificate(s) representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount therefor along with payment in lieu of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled shares pursuant to Section 1.7(e1.6(f) and 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, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
Distributions with Respect to Unexchanged Shares. No dividends or ------------------------------------------------ other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Agent shall deliver to the record holders of certificates representing whole shares of Parent Common Stock issued in exchange thereforthereof, without interest, (i) promptlypromptly after such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Verisign Inc/Ca)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to applicable law, following Following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of certificates the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such 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 date of this Agreement with respect to shares of Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby until the holders of record that such holder would be entitled to receive upon surrender of such Certificates shall surrender such CertificatesCertificate. Subject to the effect of applicable law, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders such holder of certificates representing whole shares of Parent Common Stock issued issuable in exchange therefor, without interest, (ia) promptlypromptly after the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Oracle Healthcare Acquisition Corp.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), and all such dividends, other distributions and cash in lieu of fractional shares of Parent Common Stock shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the holders of record surrender of such Certificates shall surrender such CertificatesCertificate in accordance with this Article II. Subject to the effect of applicable lawescheat or similar laws, following surrender of any such Certificates, the Exchange Agent Certificate there shall deliver be paid to the holders holder of certificates the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled as and to the extent specified in Section 2.02(e) and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Lycos Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Class A Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate or Book-Entry Share with respect to the shares of any Parent Class A Common Stock represented thereby until the holders of record surrender of such Certificates shall surrender such CertificatesCertificate or Book-Entry Share in accordance with this Article 1. Subject to applicable lawLaws, following surrender of any such CertificatesCertificate or Book‑Entry Share, the Exchange Agent there shall deliver be paid to the holders of certificates representing whole shares holder of Parent Class A Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Class A Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Nerdwallet, Inc.)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e) until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to applicable law, following Following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of certificates the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.. 13 8
Appears in 1 contract
Samples: Merger Agreement (Gynecare Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement Effective Time with respect to Parent Common Stock with a record date on or after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate in accordance with this Section. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions distributions, if any, with a record date on or after the Effective Time which theretofore became payable, but which were not paid by reason of the immediately preceding sentence, with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to surrender payable with respect to such whole shares of Parent Common Stock.. Cxxxxxxx/Splash Agreement and Plan of Merger
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent shares of Sovereign Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Main Street Certificate with respect to the shares of Parent Sovereign Common Stock represented thereby until the holders of record that such Main Street Certificate holder would be entitled to receive upon surrender of such Certificates Main Street Certificate until such holder shall surrender such CertificatesMain Street Certificate in accordance with Section 1.02(h)(ii). Subject to the effect of applicable lawlaws, following surrender of any such CertificatesMain Street Certificate, the Exchange Agent there shall deliver be paid to the holders such holder of certificates representing whole shares of Parent Sovereign Common Stock issued issuable in exchange therefor, without interest, (ia) promptlypromptly after the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Sovereign Common Stock, Stock and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Sovereign Common Stock.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent shares of Acquiror Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Bank Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby until the holders of record that such holder would be entitled to receive upon surrender of such Certificates Bank Certificate until such holder shall surrender such CertificatesBank Certificate in accordance with Section 3.08. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesBank Certificate, the Exchange Agent there shall deliver be paid to the holders such holder of certificates representing whole shares of Parent Acquiror Common Stock issued issuable in exchange therefor, without interest, (ia) promptlypromptly after the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid but prior to such surrender and a payment date prior to such surrender payable with respect to such whole shares of Parent Acquiror Common Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable 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 date of this Agreement Effective Time with respect to Parent Acquiror Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby thereby, and no Cash Distribution or cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.8(f), until the holders of record holder of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to the effect of applicable lawLaws, following surrender of any such CertificatesCertificate exchanged for Acquiror Common Stock, the Exchange Agent there shall deliver be paid to the holders holder of the certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Parent Acquiror Common Stock to which such holder is entitled pursuant to Section 1.7(e1.8(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Acquiror Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable 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 date of this Agreement Effective Time with respect to Parent Common Stock Stock, with a record date after the Effective Time will Time, shall be paid to the holders holder of any unsurrendered Certificates with respect to the shares of Parent Common Company Stock represented thereby Certificate until the holders of record holder of such Certificates Company Stock Certificate shall surrender such CertificatesCompany Stock Certificate. Subject to the effect of escheat, tax or other applicable law, following surrender of any such CertificatesCompany Stock Certificate, there shall be paid to such holder of the Exchange Agent shall deliver to the holders of certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date at or after the Effective Time but before such surrender and a payment date subsequent to such surrender, payable with respect to a fractional share such whole shares of Parent Common Stock to which at the time of such holder is entitled pursuant to Section 1.7(e) and 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, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Neurobiological Technologies Inc /Ca/)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby issuable hereunder in respect thereof, and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the holders of record surrender of such Certificates shall surrender such CertificatesCertificate in accordance with this Article II, subject to Section 2.2(e). Subject to the effect of applicable lawescheat or similar laws, following surrender of any such Certificates, the Exchange Agent Certificate there shall deliver be paid to the holders holder of certificates the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and with a payment date occurring after surrender, subsequent to such 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 date of this Agreement Effective Time with respect to Parent Corel Common Stock with a record date on or after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Corel Common Stock represented thereby until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate in accordance with this Section. Subject to applicable law, following Following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of the certificates representing whole shares of Parent Corel Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions distributions, if any, with a record date on or after the Effective Time which theretofore became payable, but which were not paid by reason of the immediately preceding sentence, with respect to such whole shares of Parent Corel Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to surrender payable with respect to such whole shares of Parent Corel Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Corel Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent shares of Acquiror Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Bank Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby until the holders of record that such holder would be entitled to receive upon surrender of such Certificates Bank Certificate until such holder shall surrender such CertificatesBank Certificate in accordance with Section 3.2. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesBank Certificate, the Exchange Agent there shall deliver be paid to the holders such holder of certificates representing whole shares of Parent Acquiror Common Stock issued issuable in exchange therefor, without interest, (ia) promptlypromptly after the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid but prior to such surrender and a payment date prior to such surrender payable with respect to such whole shares of Parent Acquiror Common Stock, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable 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 date of this Agreement with respect to Parent Common Stock with a record date on or after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby that the holder thereof has the right to receive upon the surrender thereof, until the holders of record holder of such Certificates Certificate shall surrender have surrendered such CertificatesCertificate in accordance with this Article 1. Subject to applicable law, following Following the surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of certificates the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Skinvisible Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent DPAC Common Stock with a record date after the Effective Time will be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent DPAC Common Stock represented thereby until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate in accordance with this Section 1.7. Subject to applicable law, following surrender of any such CertificatesCertificate, the Exchange Agent shall deliver to the holders record holder of the certificates representing whole shares of Parent DPAC Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of 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 DPAC Common Stock. DPAC agrees to make available to the Exchange Agent, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date from time to time after the Effective Time but prior and concurrently with any dividends or distributions to surrender holders of DPAC Common Stock, the amounts of cash or other securities or property sufficient to pay in full those dividends and a payment date occurring after surrenderother distributions described in this Section 1.7(d), payable with respect to such whole holders of previously unexchanged shares of Parent QuaTech Common Stock.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to applicable law, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyinterest at the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of 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, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock. THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Virage Logic Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement Effective Time with respect to Parent Common Stock with a record date on or after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate in accordance with clause (a) above. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions distributions, if any, with a record date on or after the Effective Time which theretofore became payable, but which were not paid by reason of the immediately preceding sentence, with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, 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 date of this Agreement with respect to Parent Common Stock with a record date after the First Effective Time will be paid to the holders holder of any unsurrendered Certificates Certificate or uncanceled Book-Entry Share with respect to the any shares of Parent Common Stock represented thereby thereby, and no cash payment in lieu of fractional shares will be paid to any such holder pursuant to Section 2.3(e), in each case until the holders of record surrender or cancelation of such Certificates shall surrender such CertificatesCertificate or Book-Entry Share in accordance with this Article II. Subject to applicable lawLaw, following surrender or cancelation of any such CertificatesCertificate or Book-Entry Share in accordance with this Article II, the Exchange Agent shall deliver there will be paid to the holders holder of certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender or cancelation, the amount of any cash payable with respect to in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e2.3(e) and the amount of dividends or other distributions with a record date after the First Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the First Effective Time but prior to such surrender or cancelation and a payment date occurring after surrender, subsequent to such surrender or cancelation payable with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Jarden Corp)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent shares of Sovereign Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Waypoint Certificate with respect to the shares of Parent Sovereign Common Stock represented thereby until the holders of record that such Waypoint Certificate holder would be entitled to receive upon surrender of such Certificates Waypoint Certificate until such holder shall surrender such CertificatesWaypoint Certificate in accordance with Section 1.02(i)(iii). Subject to the effect of applicable lawlaws, following surrender of any such CertificatesWaypoint Certificate, the Exchange Agent there shall deliver be paid to the holders such holder of certificates representing whole shares of Parent Sovereign Common Stock issued issuable in exchange therefor, without interest, (iA) promptlypromptly after the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Sovereign Common Stock, Stock and (iiB) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Sovereign Common Stock.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to shares of Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates certificate for Company Interest (a “Company Certificate”) with respect to the shares of Parent Common Stock represented thereby until the holders of record that such holder would be entitled to receive upon surrender of such Certificates Company Certificate until such holder shall surrender such CertificatesCompany Certificate. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCompany Certificate, the Exchange Agent there shall deliver be paid to the holders such holder of certificates representing whole shares of Parent Common Stock issued issuable in exchange therefor, without interest, (ia) promptlypromptly after the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid but prior to such surrender and a payment date prior to such surrender payable with respect to such whole shares of Parent Common Stock, Stock and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Brampton Crest International Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e) until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to applicable law, following Following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of certificates the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Johnson & Johnson)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.9(e) until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to applicable law, following Following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of certificates the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e1.9(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Digitalthink Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement Effective Time with respect to Parent Common Stock with a record date on or after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate in accordance with this Article. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions distributions, if any, with a record date on or after the Effective Time which theretofore became payable, but which were not paid by reason of the immediately preceding sentence, with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, 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 date of this Agreement hereof with respect to Parent Common Stock with a record date after the Effective Time and no payment in lieu of fractional shares pursuant to Section 1.6(f) will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented entitled to thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Agent shall deliver to the record holders thereof, without interest (i) promptly after such surrender, the number of certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount therefor along with payment in lieu of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled shares pursuant to Section 1.7(e1.6(f) and the amount of any such dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Speechworks International Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Agent shall deliver to the holders of certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e2.07(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Merger Agreement (E Trade Group Inc)
Distributions with Respect to Unexchanged Shares. No ------------------------------------------------ dividends or other distributions declared or made after the date of this Agreement Effective Time with respect to Parent Acquiror Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of the certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore which, but for the non-surrender of such Certificate, would have been paid with respect to such whole shares of Parent Acquiror Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to surrender payable 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 date of this Agreement Effective Time with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Company Certificate with respect to the shares of Parent Common Stock represented thereby thereby, and no cash payment in lieu of fraction al shares shall be paid to any such holder pursuant to Section 2.2(e), until the holders of record holder of such Certificates Company Certificate shall surrender such Certificatesit. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCompany Certificate, the Exchange Agent there shall deliver be paid to the holders holder of certificates the Parent Certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender or promptly thereafter as is practicable, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole number of shares of Parent Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to surrender payable with respect to such whole number of 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 date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Agent shall deliver to the holders of certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e1.10(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after 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 date of this Agreement Effective Time with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby evidenced thereby, and no other part of the Merger Consideration shall be paid to any such holder, until the holders of record holder of such Certificates Certificate shall surrender such Certificates. Subject to applicable lawCertificate, following surrender of any such Certificatesat which time, the Exchange Agent shall deliver subject to the holders effect of applicable laws, there shall be issued to the holder (i) certificates representing evidencing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, therefor and the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore then paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions (without interest thereon), with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock. No interest shall be paid on any such amounts.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement Effective Time with respect to Parent Common Stock Stock, with a record date after the Effective Time will Time, shall be paid to the holders holder of any unsurrendered Certificates with respect to the shares of Parent Common Company Stock represented thereby Certificate until the holders of record holder of such Certificates Company Stock Certificate shall surrender such CertificatesCompany Stock Certificate. Subject to the effect of escheat, tax or other applicable law, following surrender of any such CertificatesCompany Stock Certificate, there shall be paid to such holder of the Exchange Agent shall deliver to the holders of certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled due pursuant to Section 1.7(e) 1.6 hereof and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions distributions, with a record date at or after the Effective Time but prior to such surrender and a payment date occurring after subsequent to such surrender, payable with respect to such whole shares of Parent Common Stock 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 date of this Agreement Effective Time with respect to shares of Parent Common Stock with a record date after the Effective Time will be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the whole shares of Parent Common Stock represented thereby until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to applicable lawLaw, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment datetime of such surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to and payable between the Effective Time and the time of such surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock. For purposes of dividends or distributions in respect of Parent Common Stock, all shares of Parent Common Stock to be issued pursuant to the Merger shall be entitled to dividends or distributions pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(d) until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to applicable law, following Following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders record holder of certificates the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable with respect to in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e2.2(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Mypoints Com Inc)
Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to UTI Common Stock declared or made after the date of this Agreement with respect to Parent Common Stock Effective Time with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the right to receive shares of Parent UTI Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 3.2(e) until the holders of record holder of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the holders of certificates representing whole shares of Parent Common Stock issued in exchange thereforholder thereof, without interest, : (i) promptlyat the time of such surrender, the amount of any cash payable with respect to in lieu of a fractional share of Parent UTI Common Stock to which such holder is entitled pursuant to Section 1.7(e3.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent UTI Common Stock, ; and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, subsequent to surrender payable with respect to such whole shares of Parent UTI Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Uti Energy Corp)
