Dividends on Parent Common Stock Sample Clauses

Dividends on Parent Common Stock. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared after the Effective Time on Parent Common Stock shall be paid with respect to any shares of Company Common Stock 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 Parent 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 shares of Parent Common Stock and not paid, less the amount of any withholding taxes 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 shares of Parent Common Stock, less the amount of any withholding taxes that may be required thereon.

Dividends on Parent Common Stock. No holder of a Certificate shall be entitled to delivery of any dividend or other distribution from Parent having a record date after the Effective Time until surrender of such holder's Certificate pursuant to this Section 2.2. Upon such surrender, there shall be paid to the holder the amount of any dividends or other distributions (without interest) that theretofore became payable by Parent, but were not paid by reason of the foregoing with respect to the number of whole shares of Parent Common Stock represented by the Certificate or Certificates issued upon such surrender. From and after the Effective Time, Parent shall, however, be entitled to treat any such Certificate that has not yet been surrendered for exchange as evidencing the ownership of the aggregate Merger Consideration into which the Company Common Stock represented by such Certificate shall have been converted, notwithstanding any failure to surrender such Certificate.

Dividends on Parent Common Stock. Whenever a dividend or other distribution is 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 in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions pertaining to Parent Common Stock with a record date on the same date as or after the Effective Time shall be paid to any holders of shares of Common Stock who have not surrendered their Certificates for exchange, until the holders of such Certificates shall have exchanged such Certificates in accordance with Section 1.4 hereof. Subject to the effect, if any, of applicable law, the Paying Agent shall receive, hold, and remit any such dividends or other distributions to each such record holder entitled thereto, without interest, at the time that such Certificates are surrendered to the Paying Agent for exchange. Holders of Common Stock will not be entitled, however, to dividends or other distributions that are payable to persons who were holders of record of Parent Common Stock as of a record date that is prior to the date of the Effective Time.

Dividends on Parent Common Stock. The Executive Management Investors hereby irrevocably and unconditionally waive any right to the payment of any dividend or distribution declared on shares of Parent Common Stock, and agree that in the event that any such dividend or distribution is declared, each Executive Management Investor shall, at the request of Parent, execute such documents or take such actions as are necessary to give effect to such waiver or the intent thereof. This waiver shall be without prejudice to the provisions of Section 4.4.