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 (Inverness Medical Innovations Inc), Agreement and Plan of Reorganization (Cholestech Corporation)
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 8 contracts
Samples: Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Coast Hotels & Casinos Inc), Agreement and Plan of Merger (Coast Hotels & Casinos Inc), Agreement and Plan of Merger (Harrahs Entertainment 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 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: Agreement and Plan of Merger (Wellpoint Inc), Agreement and Plan of Merger (Anthem Inc), Agreement and Plan of Merger (Wellpoint Health Networks Inc /De/)
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: Agreement and Plan of Merger (Broadwing Corp), Agreement and Plan of Merger (Broadwing Corp), Agreement and Plan of Merger (Babyuniverse, 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 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: Agreement and Plan of Merger (Applied Molecular Transport Inc.), Agreement and Plan of Merger (Cyclo Therapeutics, Inc.), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Rohm & Haas Co), Agreement and Plan of Merger (Morton International Inc /In/), Agreement and Plan of Merger (Rohm & Haas Co)
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 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 Parent Shares represented thereby, if any, and all such dividends and other distributions shall be paid by Parent to the shares of Parent Common Stock represented thereby Exchange Agent and shall be included in the Exchange Fund, 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 representing whole shares of Parent Common Stock Shares 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, Shares and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date occurring after surrender, subsequent to such surrender payable with respect to such whole shares of Parent Common StockShares.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings 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 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: Agreement and Plan of Merger (Interwave Communications International LTD), Agreement and Plan of Merger (Hadco Corp), Agreement and Plan of Merger (Sanmina Corp/De)
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: Agreement and Plan of Merger (Fitlife Brands, Inc.), Agreement and Plan of Merger (iSatori, Inc.), Agreement and Plan of Merger (GenOn Energy, 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 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: Ii– Agreement and Plan of Merger (Anchor Gaming), Agreement and Plan of Merger (International Game Technology), Agreement and Plan of Merger (Mail Boxes Etc)
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 4 contracts
Samples: Agreement and Plan of Merger (Lucent Technologies Inc), Agreement and Plan of Merger (Lucent Technologies Inc), Agreement and Plan of Merger (Lucent Technologies 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 (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 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: Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Webmethods Inc)
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: Agreement and Plan of Merger, Agreement and Plan of Merger (Verizon Communications Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Reorganization (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 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: Agreement and Plan of Merger (Canfield Medical Supply, Inc.), Agreement and Plan of Merger (Nine Mile Software, Inc.), Agreement and Plan of Merger (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 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 escheat, Tax or other 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 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Level 3 Communications Inc), Agreement and Plan of Merger (Centurylink, 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 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 to which such holder is entitled 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 Certificates, the Exchange Agent Certificate 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(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 Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date Stock 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: Agreement and Plan of Merger (Aon Corp), Agreement and Plan of Merger (Asi Solutions 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 (Kana Communications Inc), Voting Agreement (Broadbase Software 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 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: Agreement and Plan of Merger (Eclipsys Corp), Agreement and Plan of Merger (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 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 of 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 2.01(d), until the holders of record of such Certificates shall surrender such CertificatesCompany Common Stock has been surrendered in accordance with this Article II. Subject to escheat, Tax or other applicable lawLaw, following surrender of any such CertificatesCompany Common Stock, the Exchange Agent there shall deliver be paid to the holders holder of certificates representing the 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(e2.01(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 2 contracts
Samples: Agreement and Plan of Mergerby (Nextera Energy Inc), Agreement and Plan of Merger (Hawaiian Electric 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 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: Agreement and Plan of Merger (Interwoven Inc), Agreement and Plan of Merger (Imanage 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: Agreement and Plan of Merger (ARBINET Corp), Agreement and Plan of Merger (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 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: Schedules to Agreement (NuGene International, Inc.), Schedules to Agreement (Bling Marketing, 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 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: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Overture Services 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 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: Agreement and Plan of Merger (Tellabs Inc), Agreement and Plan of Merger (Coherent Communications Systems 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 all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, 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, 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 2 contracts
Samples: Agreement and Plan of Merger (24/7 Media Inc), Agreement and Plan of Merger (Exactis Com 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: Agreement and Plan of Merger (Sirenza Microdevices Inc), Agreement and Plan of Merger (Micro Linear Corp /Ca/)
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: Agreement and Plan of Merger (Lexar Media Inc), Agreement and Plan of Merger (Micron Technology 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 thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(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 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 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 pursuant to Section 2.2(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. Parent shall make available to the Exchange Agent cash for these purposes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Warp Technology Holdings Inc), Agreement and Plan of Merger (Unify Corp)
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: Agreement and Plan of Merger (Tierone Corp), Agreement and Plan of Merger (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 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 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 2 contracts
Samples: Agreement and Plan of Merger (Indiana United Bancorp), Agreement and Plan of Merger (Premier Financial Bancorp 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: Agreement and Plan of Merger (Transwitch Corp /De), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Ladish Co Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Care Capital Properties, Inc.), Agreement and Plan of Merger (Sabra Health Care REIT, 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 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 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: Agreement and Plan of Merger (Ondisplay Inc), Agreement and Plan of Merger (Vignette Corp)
Distributions with Respect to Unexchanged Shares. No All shares of Parent Common Stock to be issued pursuant to this Agreement shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable pursuant to this Agreement; provided that 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 unexchanged Certificate until the holder of such Certificate shall exchange such Certificate in accordance with respect this Article II. Subject to the effect of applicable laws, following exchange of any such Certificate, there shall be paid to such holder of 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 issuable in exchange therefor, without interest, (ia) promptlypromptly after the time of such exchange, 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 surrender such exchange and a payment date occurring after surrender, subsequent to such exchange payable with respect to such whole shares of Parent Common StockStock which such shareholder is entitled to receive hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Amalgamation (Global Crossing LTD), Agreement and Plan of Amalgamation (Level 3 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 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 (Verisign Inc/Ca), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Healthcare Acquisition Corp), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (New Grancare Inc), Agreement and Plan of Merger (Living Centers of America 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 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 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 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 None of the Merger Consideration and no dividends or other distributions declared or made after the date Effective Time of this Agreement the Merger with respect to the Parent Common Stock Shares with a record date after the Effective Time will of the Merger shall be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock Shares 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 certificates the Certificates representing whole shares of the Parent Common Stock Shares issued in exchange therefor, without interest, (i) promptlyat the time of such surrender, the amount of any cash payable Merger Consideration with respect to a fractional share of such Parent Common Stock to which such holder is entitled pursuant to Section 1.7(e) Share and the amount of dividends or other distributions distributions, if any, with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Parent Common StockShares, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date occurring after surrender, subsequent to surrender payable with respect to such whole shares of Parent Common Stock.Shares. (e)
Appears in 1 contract
Samples: Iv 6 Agreement and Plan of Merger (Tesoro Petroleum Corp /New/)
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 until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to the effect of unclaimed property, escheat and other 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 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 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 InsWeb Common Stock with a record date after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Certificate or Benelytics Note with respect to the shares of Parent InsWeb Common Stock represented thereby until the holders of record of such Certificates holder shall surrender such CertificatesCertificate or Benelytics Note. Subject to the effect of applicable lawlaws, following surrender of any such CertificatesCertificate or Benelytics Note, the Exchange Agent there shall deliver be paid to the holders record holder of the certificates representing whole shares of Parent InsWeb Common Stock issued in exchange therefor, without interest, (i) promptlypromptly following the Effective Time, the amount a cash payment of any cash payable with respect to a fractional share of Parent Common Stock to which interest due on such holder is entitled pursuant to Section 1.7(e) Benelytics Note 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 InsWeb 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 InsWeb 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 issuable with respect to shares of Company Common Stock pursuant to the holders of record of such Certificates First Merger shall surrender such Certificates. Subject be paid to applicable law, following surrender the holder of any unsurrendered Certificates or Book-Entry Shares, and no cash payment in respect of fractional shares shall be paid to any such Certificatesholder pursuant to Section 3.4(d), the Exchange Agent until those Certificates or Book-Entry Shares are surrendered as provided in this Article III. Upon surrender, there shall deliver be issued and/or paid to the holders holder of certificates representing whole the shares of Parent Common Stock issued in exchange therefor, without interest, (iA) promptlyat the time of surrender, the amount of any cash dividends or other distributions payable with respect to a fractional share those 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 on or after the date of 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 (iiB) at the appropriate payment date, the amount of dividends or other distributions payable with respect to those shares of Parent Common Stock with a record date on or after the date of the Effective Time but prior to surrender and with a payment date occurring after surrender, payable with respect subsequent to such whole shares of Parent Common Stocksurrender.
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 Shares 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 Common Stock Shares represented thereby thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 3.2(e), in each case until the holders of record surrender of such Certificates shall surrender such CertificatesCertificate or Book-Entry Share in accordance with this Article III. Subject to applicable lawthe effect of Applicable Laws, 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 Common Stock Shares 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 Shares 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 Common StockShares, 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 StockShares.
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 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 5
Appears in 1 contract
Samples: Agreement and Plan of Merger (Canfield Medical Supply, 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
Samples: Agreement and Plan of Merger (Loudeye Technologies 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
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
Samples: Agreement and Plan of Merger (Eco Form 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 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 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 Effective Time with respect to Parent Common Stock Shares with a record date on or after the Effective Time will shall be paid to the holders holder of any unsurrendered Certificates Old Certificate with respect to the shares of Parent Common Stock Shares represented thereby until the holders holder of record of such Certificates Old Certificate shall surrender such CertificatesOld Certificate in accordance with clause (a) above. Subject to applicable lawthe effect of Applicable Law, following surrender of any such CertificatesOld Certificate, the Exchange Agent there shall deliver be paid to the holders record holder of certificates representing whole shares of Parent Common Stock the New Certificate(s) 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 StockShares, and (ii) at the appropriate payment date, the amount of dividends or other distributions distributions, if any, with a record date on or after the Effective Time Time, but prior to surrender surrender, and a payment date occurring after surrender, subsequent to surrender payable with respect to such whole shares of Parent Common StockShares.
Appears in 1 contract
Samples: Execution Copy Agreement and Plan of Merger by And (Netword 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 Endosonics 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 Endosonics 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 Endosonics 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 previously paid with respect to such whole shares of Parent Endosonics 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 Endosonics Common Stock, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Endosonics Corp)
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: Agreement and Plan of Merger (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 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 with respect to Parent Common Stock Shares 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 Common Stock Shares represented thereby thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 3.2(e), in each case until the holders of record surrender of such Certificates shall surrender such CertificatesCertificate or Book-Entry Share in accordance with this Article III. Subject to applicable lawthe effect of Applicable Laws, 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 Common Stock Shares 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 Shares to which such holder is entitled pursuant to Section 1.7(eSection 3.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common StockShares, 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 StockShares.
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
Samples: Agreement and Plan of Merger (Primus Knowledge Solutions 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
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
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 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
Samples: Agreement and Plan of Merger (Main Street Bancorp 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 that such holder has the right to receive pursuant to this Agreement, including cash in lieu of fractional shares of Parent Common Stock, shall be paid to any such holder pursuant to Section 1.10, until such holder shall surrender such CertificatesCertificate in accordance with Section 1.7. 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 such holder of Parent Common Stock issued issuable in exchange therefor, without interest, (ia) promptlypromptly after the time of such surrender, the amount of any cash that such holder has the right to receive pursuant to the provisions of this Agreement, including 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) 1.10 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
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
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
Samples: Agreement and Plan of Merger (Nabors Industries 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 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 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
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 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
Samples: Agreement and Plan of Merger (Juniper Networks 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 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
