Common use of Dividends; Other Distributions Clause in Contracts

Dividends; Other Distributions. No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate or Book-Entry Shares with respect to the shares of Parent Common Stock represented thereby and no cash payment in lieu of fractional shares will be paid to any such holder pursuant to Section 2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Parent Common Stock will be paid by Parent to the Exchange Agent and will be included in the Exchange Fund, in each case until the surrender of such Company Certificate or Book-Entry Share in accordance with this Article II. Subject to the effect of applicable escheat or similar Laws, following surrender of any such Company Certificate or Book-Entry Share in accordance herewith, there will be paid to the holder of the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, in addition to all other amounts to which such holder is entitled under this Article II (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) 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 such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Spartech Corp), Agreement and Plan of Merger (Polyone Corp), Agreement and Plan of Merger (Alpha Natural Resources, Inc.)

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Dividends; Other Distributions. No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate or Book-Entry Shares with respect to the shares of Parent Common Stock represented thereby and thereby, and, in the case of Company Certificates representing Company Common Stock, no cash payment in lieu of fractional shares will be paid to any such holder pursuant to Section 2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Parent Common Stock will be paid by Parent to the Exchange Agent and will be included in the Exchange Fund, in each case until the surrender of such Company Certificate or Book-Entry Share in accordance with this Article II. Subject to the effect of applicable escheat or similar Lawslaws, following surrender of any such Company Certificate or Book-Entry Share in accordance herewithCertificate, there will be paid to the holder of the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, in addition to all other amounts to which such holder is entitled under this Article II (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and and, in the case of Company Certificates representing Company Common Stock, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) 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 such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Smtek International Inc), Agreement and Plan of Merger (CTS Corp)

Dividends; Other Distributions. No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate or Book-Entry Shares with respect to the shares of Parent Common Stock represented thereby and no cash payment in lieu of fractional shares will be paid to any such holder pursuant to Section 2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Parent Common Stock will be paid by Parent to the Exchange Agent and will be included in the Exchange Fund, in each case until the surrender of such Company Certificate or Book-Entry Share in accordance with this Article II. Subject to the effect of applicable escheat or similar Laws, following surrender of any such Company Certificate or Book-Entry Share in accordance herewith, there will be paid to the holder of the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, in addition to all other amounts to which such holder is entitled under this Article II II, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) 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 such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Schulman a Inc), Agreement and Plan of Merger (Ico Inc)

Dividends; Other Distributions. No dividends or other distributions with respect to Parent Common Stock Shares with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate or Book-Entry Shares that have not been surrendered or transferred with respect to the shares of Parent Common Stock Shares represented thereby and no cash payment in lieu of fractional shares Parent Shares will be paid to any such holder pursuant to Section 2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Parent Common Stock Shares will be paid by Parent to the Exchange Agent and will be included in the Exchange Fund, in each case until the surrender or transfer of such Company Certificate or Book-Entry Share in accordance with this Article II. Subject to the effect of applicable escheat or similar Laws, following surrender or transfer of any such Company Certificate or Book-Entry Share in accordance herewith, (A) there will be paid to the holder of the certificate representing whole shares of Parent Common Stock Shares issued in exchange therefor, without interest, in addition to all other amounts to which such holder is entitled under this Article II II, (i) at the time of such surrendersurrender or transfer, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock Shares and the amount of any cash payable in lieu of a fractional share of Parent Common Stock Share to which such holder is entitled pursuant to Section 2.2(e) 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 such surrender or transfer and with a payment date subsequent to such surrender or transfer payable with respect to such whole Parent Shares and (B) Parent shall pay or cause the Surviving Company to pay all dividends or other distributions, in each case with a record date prior to the Effective Time, that have been declared or made by the Company with respect to the shares of Parent Company Common StockStock in accordance with the terms of this Agreement, but that have not been paid on such shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microchip Technology Inc)

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Dividends; Other Distributions. No dividends or other distributions with respect to ADSs or the underlying Parent Common Stock Ordinary Shares with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate or Book-Entry Shares that have not been surrendered or transferred with respect to the shares of Parent Common Stock ADSs represented thereby and no cash payment in lieu of fractional shares ADSs will be paid to any such holder pursuant to Section 2.2(e‎2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Parent Common Stock ADSs will be paid by Parent to the Exchange Agent and will be included in the Exchange Fund, in each case until the surrender or transfer of such Company Certificate or Book-Entry Share in accordance with this Article ‎Article II. Subject to the effect of applicable escheat or similar Laws, following surrender or transfer of any such Company Certificate or Book-Entry Share in accordance herewith, (A) there will be paid to the holder of the certificate representing whole shares of Parent Common Stock ADSs issued in exchange therefor, without interest, in addition to all other amounts to which such holder is entitled under this Article II ‎Article II, (i) at the time of such surrendersurrender or transfer, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of ADSs or the underlying Parent Common Stock Ordinary Shares and the amount of any cash payable in lieu of a fractional share of Parent Common Stock ADS to which such holder is entitled pursuant to Section 2.2(e‎2.2(e) 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 such surrender or transfer and with a payment date subsequent to such surrender or transfer payable with respect to such whole ADSs or the underlying Parent Ordinary Shares and (B) Parent shall pay or cause the Surviving Company to pay all dividends or other distributions, in each case with a record date prior to the Effective Time, that have been declared or made by the Company with respect to the shares of Parent Company Common StockStock in accordance with the terms of this Agreement, but that have not been paid on such shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Atmel Corp)

Dividends; Other Distributions. No dividends or other distributions with respect to Parent Common Stock Shares with a record date after the Effective Time will be paid to the holder of any unsurrendered Company Certificate or Book-Entry Shares that have not been surrendered or transferred with respect to the shares of Parent Common Stock Shares represented thereby and no cash payment in lieu of fractional shares Parent Shares will be paid to any such holder pursuant to Section 2.2(e‎2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Parent Common Stock Shares will be paid by Parent to the Exchange Agent and will be included in the Exchange Fund, in each case until the surrender or transfer of such Company Certificate or Book-Entry Share in accordance with this Article ‎Article II. Subject to the effect of applicable escheat or similar Laws, following surrender or transfer of any such Company Certificate or Book-Entry Share in accordance herewith, (A) there will be paid to the holder of the certificate representing whole shares of Parent Common Stock Shares issued in exchange therefor, without interest, in addition to all other amounts to which such holder is entitled under this Article II ‎Article II, (i) at the time of such surrendersurrender or transfer, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock Shares and the amount of any cash payable in lieu of a fractional share of Parent Common Stock Share to which such holder is entitled pursuant to Section 2.2(e‎2.2(e) 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 such surrender or transfer and with a payment date subsequent to such surrender or transfer payable with respect to such whole Parent Shares and (B) Parent shall pay or cause the Surviving Company to pay all dividends or other distributions, in each case with a record date prior to the Effective Time, that have been declared or made by the Company with respect to the shares of Parent Company Common StockStock in accordance with the terms of this Agreement, but that have not been paid on such shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Atmel Corp)

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