Common use of Dividends, Fractional Shares, Etc Clause in Contracts

Dividends, Fractional Shares, Etc. (a) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared after the Effective Time on Acquiror Common Shares shall be paid with respect to any whole Acquiror Common Shares represented by a Company Certificate until such Company Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such Company Certificate, there shall be paid to the holder of the Acquiror Certificates issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole Acquiror Common Shares and not paid, less the amount of any withholding taxes which may be required thereon, 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 subsequent to surrender payable with respect to such whole Acquiror Common Shares, less the amount of any withholding taxes which may be required thereon.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Toys R Us Inc), Agreement and Plan of Merger (Baby Superstore Inc), Agreement and Plan of Merger (Toys R Us Inc)

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Dividends, Fractional Shares, Etc. (a) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared after the Effective Time on Acquiror Common Shares Purchaser Stock shall be paid with respect to any whole Acquiror shares of Company Common Shares Stock represented by a Company Certificate Certificate, until such Company Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such Company Certificate, there shall be paid to the holder of the Acquiror Purchaser Certificates issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole Acquiror Common Shares shares of Purchaser Stock and not paid, less the amount of any withholding taxes which may be required thereon, 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 subsequent to surrender payable with respect to such whole Acquiror Common Sharesshares of Purchaser Stock, less the amount of any withholding taxes which may be required thereon.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Studio Plus Hotels Inc), Agreement and Plan of Merger (Extended Stay America Inc)

Dividends, Fractional Shares, Etc. (a) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared after the Effective Time on Acquiror Purchaser Common Shares Stock shall be paid with respect to any whole Acquiror shares of Company Common Shares Stock represented by a Company Certificate Certificate, until such Company Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such Company Certificate, there shall be paid to the holder of the Acquiror Purchaser Certificates issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole Acquiror shares of Purchaser Common Shares Stock and not paid, less the amount of any withholding taxes which that may be required thereon, 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 subsequent to surrender payable with respect to such whole Acquiror shares of Purchaser Common SharesStock, less the amount of any withholding taxes which that may be required thereon.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Allmerica Financial Corp)

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Dividends, Fractional Shares, Etc. (a) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared after the Effective Time on Acquiror Parent Common Shares shall Stock will be paid with respect to any whole Acquiror shares of Company Common Shares Stock represented by a Company Certificate Certificate, until such Company Certificate is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such Company Certificate, there shall will be paid to the holder of the Acquiror Certificates certificates of Parent Common Stock issued in exchange thereforfor such Certificate, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole Acquiror shares of Parent Common Shares Stock and not paid, less the amount of any withholding taxes which that may be required thereon, 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 subsequent to surrender payable with respect to such whole Acquiror shares of Parent Common SharesStock, less the amount of any withholding taxes which that may be required thereon.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Petrocorp Inc)

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