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

Distributions with Respect to Unsurrendered Shares. (i) No dividends or other distributions declared or made after the Effective Time with respect to shares of WPL Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of WPL Common Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.3(d) until the holder of record of such Certificate (or a transferee as described in Section 2.3(b)) shall surrender such Certificate. (ii) Subject to the effect of unclaimed property, escheat and other applicable laws, following surrender of any such Certificate, there shall be paid to the record holders (or a transferee as described in Section 2.3(b)) of the certificates representing whole shares of WPL Common Stock issued in consideration therefor, without interest, (A) at the time of such surrender, the amount of cash in lieu of a fractional share of WPL Common Stock to which such holder (or transferee) is entitled pursuant to Section 2.3(d) and the amount of dividends or other distributions with a record date after the Effective Time which theretofore became payable but which were not paid by reason of Section 2.3(c)(i) with respect to such whole shares of WPL Common Stock, and (B) 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 subsequent to surrender payable with respect to such whole shares of WPL Common Stock.

Appears in 4 contracts

Samples: Merger Agreement (WPL Holdings Inc), Merger Agreement (Wisconsin Power & Light Co), Merger Agreement (Ies Industries Inc)

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