Dividends; Transfer Taxes; Withholding. No dividends or other distributions that are declared on or after the Effective Time on Parent Common Stock, or are payable to the holders of record thereof on or after the Effective Time, will be paid to any person entitled by reason of the Merger to receive a certificate representing Parent Common Stock until such person surrenders the related Certificate or Certificates, as provided in Section 1.6, and no cash payment in lieu of fractional shares will be paid to any such person pursuant to Section 1.8 until such person shall so surrender the related Certificate or Certificates. Subject to the effect of applicable law, there shall be paid to each record holder of a new certificate representing such Parent Common Stock: (i) at the time of such surrender or as promptly as practicable thereafter, the amount of any dividends or other distributions theretofore paid with respect to the shares of Parent Common Stock represented by such new certificate and having a record date on or after the Effective Time and a payment date prior to such surrender; (ii) at the appropriate payment date or as promptly as practicable thereafter, the amount of any dividends or other distributions payable with respect to such shares of Parent Common Stock and having a record date on or after the Effective Time but prior to such surrender and a payment date on or subsequent to such surrender; and (iii) at the time of such surrender or as promptly as practicable thereafter, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.8. In no event shall the person entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. If any cash or certificate representing shares of Parent Common Stock is to be paid to or issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of certificates for such shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not ap...
Dividends; Transfer Taxes; Withholding. (a) No dividends or other distributions that are declared on or after the Effective Time on Parent Common Stock, or are payable to the holders of record thereof on or after the Effective Time, will be paid to any Person entitled by reason of the Merger to receive a certificate representing Parent Common Stock and a certificate representing Algos Warrants, until such Person surrenders such certificates in accordance with Section 1.8 hereof. Subject to the effect of applicable law, there shall be paid to each record holder of a new certificate representing such Parent Common Stock: (i) at the time of such surrender or as promptly as practicable thereafter, the amount of any dividends or other distributions theretofore paid with respect to the shares of Parent Common Stock represented by such new certificate and having a record date on or after the Effective Time and a payment date prior to such surrender; (ii) at the appropriate payment date or as promptly as practicable thereafter, the amount of any dividends or other distributions payable with respect to such shares of Parent Common Stock and having a record date on or after the Effective Time, but prior to such surrender and a payment date on or subsequent to such surrender. In no event shall (1) the Person entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions and (2) any dividends or distributions be payable on the Algos Warrants or to the holders of record thereof unless and until such Algos Warrants are exercised in accordance with the terms of the Warrant Agreement.
Dividends; Transfer Taxes; Withholding. . . . .4 Section 1.8
Dividends; Transfer Taxes; Withholding. ..5 Section 1.8 No Fractional Securities........................6 Section 1.9 Return of Exchange Fund.........................7 Section 1.10 Adjustment of Exchange Ratio....................7 Section 1.11 No Further Ownership Rights in Company Common Stock........................................7 Section 1.12 Closing of Company Transfer Books...............8 Section 1.13 Lost Certificates...............................8 Section 1.14 Further Assurances..............................8 Section 1.15 Closing.........................................9
Dividends; Transfer Taxes; Withholding. No dividends or other distributions that are declared on or after the Effective Time on Parent Common Stock, or are payable to the holders of record thereof on or after the Effective Time, will be paid to any person entitled by reason of the Merger to receive the Merger Consideration and no certificates evidencing Parent Common Stock, Cash Consideration or cash payment in lieu of fractional shares will be paid to any such person pursuant to Section 1.8 until such person surrenders the related Certificate or Certificates, as provided in Section 1.6. Following the surrender of the Certificate, subject to the effect of applicable law, there shall be paid to each record holder of a new certificate representing whole shares of Parent Common Stock: (i) at the time of such surrender or as promptly as practicable thereafter, the amount of any dividends or other distributions theretofore paid with respect to the shares of Parent Common Stock represented by such new certificate and having a record date on or after the Effective Time and a payment date prior to such surrender; (ii) at the appropriate payment 5
Dividends; Transfer Taxes; Withholding. Section 1.10 [Intentionally Omitted.]................ Section 1.11
Dividends; Transfer Taxes; Withholding. 6 Section 1.10 [Intentionally Omitted.]................ 7 Section 1.11 Return of Exchange Fund................. 7 Section 1.12
Dividends; Transfer Taxes; Withholding. . . . . . . . . . . - 7 - Section 1.8 No Fractional Shares or Fractional Warrants . . . . . . . . . . . . . . . . . . . . . . . . . - 8 - Section 1.9 Return of Exchange Fund. . . . . . . . . . . . . . . . . . . - 9 - Section 1.10 Adjustment of Conversion Number. . . . . . . . . . . . . . . - 9 - Section 1.11 No Further Ownership Rights in FTX Common Shares . . . . . . . . . . . . . . . . . . . . . . . . . . - 9 - Section 1.12 Closing of FTX Transfer Books. . . . . . . . . . . . . . . .- 10 - Section 1.13 Further Assurances . . . . . . . . . . . . . . . . . . . . .- 10 - Section 1.14 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . .- 10 - ARTICLE II REPRESENTATIONS AND WARRANTIES OF IGL Section 2.1 Organization, Standing and Power . . . . . . . . . . . . . .- 11 - Section 2.2 Capital Structure. . . . . . . . . . . . . . . . . . . . . .- 12 - Section 2.3 Authority. . . . . . . . . . . . . . . . . . . . . . . . . .- 13 - Section 2.4 Consents and Approvals; No Violation . . . . . . . . . . . .- 14 - Section 2.5 SEC Documents and Other Reports. . . . . . . . . . . . . . .- 15 - Section 2.6 Registration Statement and Joint Proxy Statement. . . . . . . . . . . . . . . . . . . . . . . . .- 16 - Section 2.7 Absence of Certain Changes or Events . . . . . . . . . . . .- 16 - Section 2.8 No Existing Violation, Default, Etc. . . . . . . . . . . . .- 17 - Section 2.9 Licenses and Permits . . . . . . . . . . . . . . . . . . . .- 18 - Section 2.10 Environmental Matters. . . . . . . . . . . . . . . . . . . .- 18 - Section 2.11 Tax Matters. . . . . . . . . . . . . . . . . . . . . . . . .- 19 - Section 2.12 Actions and Proceedings. . . . . . . . . . . . . . . . . . .- 20 - Section 2.13 Labor Matters. . . . . . . . . . . . . . . . . . . . . . . .- 20 - Section 2.14 Contracts. . . . . . . . . . . . . . . . . . . . . . . . . .- 21 - Section 2.15 ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . .- 21 - Section 2.16 Liabilities. . . . . . . . . . . . . . . . . . . . . . . . .- 24 - Section 2.17 Opinions of Financial Advisors . . . . . . . . . . . . . . .- 24 - Section 2.18 Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . .- 25 - Section 2.19 Ownership of FTX Capital Stock . . . . . . . . . . . . . . .- 25 - ARTICLE III REPRESENTATIONS AND WARRANTIES OF FTX Section 3.1 Organization, Standing and Power . . . . . . . . . . . . . .- 25 - Section 3.2 Capital Structure. . . . . . . . . . . . . . . . . . . . . .- 25 - Section 3.3 Authority. . . . . . . . ....
Dividends; Transfer Taxes; Withholding. Section 1.8 No Fractional Securities Section 1.9 Return of Exchange Fund Section 1.10 Adjustment of Exchange Ratio Section 1.11 No Further Ownership Rights in Company Common Stock Section 1.12 Closing of Company Transfer Books Section 1.13 Lost Certificates Section 1.14 Further Assurances Section 1.15 Closing
Dividends; Transfer Taxes; Withholding. 4 Section 1.8 No Fractional Securities 5 Section 1.9 Return of Exchange Fund 6 Section 1.10
