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

Distributions with Respect to Unsurrendered Shares. All shares of Acquirer Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by the Acquirer in respect of the Acquirer Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to the Agreement. No dividends or other distributions in respect of the Acquirer Common Stock shall be paid to any holder of any unsurrendered Target Company Common Stock until the Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.5) or Book-Entry Share is surrendered for exchange in accordance with this Section 2.3. Subject to the effect of applicable Laws, following such surrender, there shall be issued or paid to the holder of record of the whole shares of Acquirer Common Stock issued in exchange for Target Company Common Stock in accordance with this Section 2.3, without interest: (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Acquirer Common Stock and not paid; and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Acquirer Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Isoray, Inc.), Agreement and Plan of Merger (Isoray, Inc.)

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Distributions with Respect to Unsurrendered Shares. All shares of Acquirer GSAT Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by the Acquirer Parent in respect of the Acquirer GSAT Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to the this Agreement. No dividends or other distributions in respect of the Acquirer GSAT Common Stock shall be paid to any holder of any unsurrendered Target Company Common Stock Share until the Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.52.06) or Book-Entry Share is surrendered for exchange in accordance with this Section 2.32.05. Subject to the effect of applicable Laws, following such surrender, there shall be issued or paid to the holder of record of the whole shares of Acquirer GSAT Common Stock issued in exchange for Target Company Common Stock Shares in accordance with this Section 2.32.05, without interest: (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Acquirer GSAT Common Stock and not paid; and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Acquirer GSAT Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Globalstar, Inc.)

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Distributions with Respect to Unsurrendered Shares. All shares of Acquirer Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by the Acquirer Parent in respect of the Acquirer Parent Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to the this Agreement. No dividends or other distributions in respect of the Acquirer Parent Common Stock shall be paid to any holder of any unsurrendered Target Company Common Stock Share until the Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.52.2(e)) or Book-Entry Company Share is surrendered for exchange in accordance with this Section 2.32.2. Subject to the effect of applicable Laws, following such surrender, there shall be issued or paid to the holder of record of the whole shares of Acquirer Parent Common Stock issued in exchange for Target Company Common Stock Shares in accordance with this Section 2.32.2, without interest: (ia) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Acquirer Parent Common Stock and not paid; and (iib) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of Acquirer Parent Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genvec Inc)

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