Common use of Distributions with Respect to Unexchanged Shares Clause in Contracts

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 thereof, without interest, certificates representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 26 contracts

Samples: Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Agreement and Plan of Reorganization (Triquint Semiconductor Inc)

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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 be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock issuable upon conversion of the shares of Company Common Stock represented thereby until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to applicable law, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the record holders thereof, without interest, holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu therefor, without interest, at the time of fractional shares pursuant to Section 1.6(f) hereof and such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time payable theretofore paid with respect to such whole shares of Parent Common Stock.

Appears in 11 contracts

Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb 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 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 thereof, without interest, certificates a certificate(s) representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Peregrine Systems Inc), Agreement and Plan of Merger (Peregrine Systems Inc), Agreement and Plan of Reorganization (Proxim 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 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 thereof, without interest, certificates representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f1.6(e) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 6 contracts

Samples: Agreement and Plan of Reorganization (Excite Inc), Agreement and Plan of Reorganization (Healtheon Corp), Agreement and Plan of Reorganization (Healtheon 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 thereof, without interest, certificates representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f1.6(g) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.. (e)

Appears in 5 contracts

Samples: Agreement and Plan Of (Keravision Inc /Ca/), Exhibit 2 Agreement (Transcend Therapeutics Inc), Agreement and Plan of Reorganization (Informix 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 thereof, without interest, certificates representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Opentv Corp), Employment Agreement (Digital Insight Corp), Agreement and Plan of Reorganization (McAfee Associates 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 or cash in lieu of fractional shares 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 lawLaw, following surrender of any such Certificates, the Exchange Agent shall deliver to the record holders thereof, without interest, certificates representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f1.06(d) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Galaxy Enterprises Inc /Nv/), Agreement and Plan of Merger (Netgateway Inc), Agreement and Plan of Merger (Netgateway 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 thereof, without interest, certificates representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f1.6(g) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Xcarenet Inc), Agreement and Plan of Merger and Reorganization (Realnetworks Inc), Agreement and Plan of Merger and Reorganization (Healthcare Com 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 thereof, without interest, certificates representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f1.4(c) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Onsale Inc), Agreement and Plan of Merger (Egghead Com Inc)

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby to be issued upon surrender thereof until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such CertificatesCertificates with a properly completed letter of transmittal, the Exchange Agent shall promptly deliver to the record holders thereof, without interest, certificates representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable theretofore paid with respect to such whole shares of Parent Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mail Com Inc), Agreement and Plan of Merger (Mail Com Inc)

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby issuable in exchange therefor 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, certificates representing the number of whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Sanmina Corp/De), Agreement and Plan of Reorganization (Sci Systems 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 thereof, without interest, cash and certificates representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f1.6(e) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Andover Net Inc), Agreement and Plan of Reorganization (Va Linux Systems 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 thereof, without interest, certificates representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f1.4(e) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 2 contracts

Samples: Voting Agreement (Peregrine Systems Inc), Acquisition Agreement (Peregrine Systems Inc)

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to the any shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable law, following surrender of any such Certificates, the Exchange Paying Agent shall deliver to the record holders thereof, without interest, certificates representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f1.4(f) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Veritas Software Corp /De/), Agreement and Plan of Merger (Precise Software Solutions LTD)

Distributions with Respect to Unexchanged Shares. No dividends ------------------------------------------------ or other distributions declared or made after the 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 thereof, without interest, certificates representing whole shares of Parent Common Stock issued in exchange therefor therefor, along with payment in lieu of fractional shares pursuant to Section 1.6(f1.6(e) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Onvia Com Inc)

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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 of Merger I 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, in exchange therefore, without interest, certificates representing whole shares of Parent Common Stock issued in exchange therefor issued, Merger Cash paid and Earnout Rights issued, along with payment in lieu of fractional shares pursuant to Section 1.6(fSECTION 1.7(h) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time of Merger I payable with respect to such whole shares of Parent Common Stock.

Appears in 1 contract

Samples: Voting Agreement (Realnetworks 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 thereof, without interest, certificates representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f1.6(e) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Imall 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 holder of any unsurrendered Certificates Certificate of Camworks Common Stock ("CERTIFICATE") with respect to the shares of Parent Common Stock represented thereby until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate. Subject to applicable law, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the record holders thereof, without interest, holder thereof certificates representing whole shares of Parent Common Stock issued in exchange therefor therefor, without interest, along with payment in lieu of fractional shares pursuant to Section 1.6(f) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zamba 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 be paid to the holders holder of any unsurrendered Certificates Certificate with respect to the shares of Parent Common Stock represented thereby to be issued in exchange therefor until the holders holder of record of such Certificates Certificate shall surrender such CertificatesCertificate in accordance with this Section 1.8. Subject to applicable law, following surrender of any such CertificatesCertificate, the Exchange Agent there shall deliver be paid to the record holders thereof, without interest, holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu therefor, without interest, at the time of fractional shares pursuant to Section 1.6(f) hereof and such surrender, the amount of any such dividends or other distributions with a record date after the Effective Time payable theretofore paid with respect to such whole shares of Parent Common Stock. No interest shall be payable on any cash deliverable upon the exchange of any Company Capital Stock for cash.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citrix Systems 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 Company Stock Certificates with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Company Stock Certificates shall surrender such Company Stock Certificates. Subject to applicable law, following surrender of any such Company Stock Certificates, the Exchange Agent shall deliver to the record holders thereof, without interest, certificates representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f2.4(d) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Proxim 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 Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates 10 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 thereof, without interest, certificates a certificate(s) representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Webvan Group 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, promptly following surrender of any such Certificates, the Exchange Agent shall deliver to the record holders thereof, without interest, certificates representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(fSECTION 1.6(g) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 1 contract

Samples: Agreement and Plan (Centennial 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 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 thereof, without interest, certificates a certificate(s) representing whole shares of Parent Common Stock issued in exchange therefor therefore along with payment in lieu of fractional shares pursuant to Section 1.6(f) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Eagle Wireless 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 HP 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 HP 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, certificates representing whole shares of Parent HP Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f) hereof and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent HP Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Verifone Inc)

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