Common use of Dividends; Transfer Taxes; Withholding Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Algos Pharmaceutical Corp)

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Dividends; Transfer Taxes; Withholding. (a) No dividends or other distributions that are declared on or after the Effective Time on Parent Common StockShares, or are payable to the holders of record thereof who became such on or after the Effective Time, will shall be paid to any Person person entitled by reason of the Merger Amalgamation to receive a certificate Parent Certificates representing Parent Common Stock and a certificate representing Algos Warrants, Shares until such Person surrenders such certificates person shall have surrendered its IEL Certificate(s) as provided in accordance with Section 1.8 hereof1.6. Subject to the effect of applicable law, there shall be paid to each record holder of person receiving a new certificate Parent Certificate representing such shares of Parent Common StockShares: (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 Shares represented by such new certificate Parent Certificate and having a record date on or after the Effective Time and a payment date prior to such surrender; and (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 Shares and having a record date on or after the Effective Time, Time but prior to such surrender and a payment date on or subsequent to such surrender. In no event shall (1) the Person 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 Agreementdistributions.

Appears in 2 contracts

Samples: Plan and Agreement (Harrahs Entertainment Inc), Plan and Agreement of Merger and Amalgamation (Sky Games International LTD)

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, Time will be paid to any Person person entitled by reason of the Merger to receive shares of a certificate representing Parent Common Stock and a certificate representing Algos Warrants, until such Person person surrenders such certificates the related Certificate or Certificates, as provided in accordance with Section 1.8 hereof1.6.1. 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; and (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, Time but prior to such surrender and a payment date on or subsequent to such surrender. In no event shall (1) the Person 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 Agreementdistributions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Carsunlimited Com Inc), Agreement and Plan of Merger (Carsunlimited Com Inc)

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 who became such on or after the Effective Time, will shall be paid to any Person person entitled by reason of the Merger to receive a certificate Parent Certificates representing Parent Common Stock, and no cash payment in lieu of any fractional share of Parent Common Stock and a certificate representing Algos Warrantsshall be paid to any such person pursuant to Section 1.8, until such Person surrenders such certificates person shall have surrendered its Company Certificate(s) as provided in accordance with Section 1.8 hereof1.6. Subject to the effect of applicable law, there shall be paid to each record holder of person receiving a new certificate Parent Certificate representing such 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 Parent Certificate and having a record date on or after the Effective Time and a payment date prior to such surrender; and (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, Time but prior to such surrender and a payment date on or subsequent to such surrender. In no event shall (1) the Person 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 Agreementdistributions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Imc Global Inc)

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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 who became such on or after the Effective Time, will shall be paid to any Person person entitled by reason of the Merger to receive a certificate certificates representing shares of Parent Common Stock and a certificate representing Algos WarrantsStock, until such Person surrenders such certificates person shall have surrendered its Certificate(s) as provided in accordance with Section 1.8 2.2 hereof. Subject to the effect of applicable law, there shall be paid to each record holder of person receiving a new certificate representing such 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 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 person entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions and (2) distributions. If any dividends cash or distributions certificate representing shares of Parent Common Stock is to be payable on paid to or issued in a name other than that in which the Algos Warrants or to the holders of record thereof unless and until such Algos Warrants are exercised Certificate surrendered in accordance with the terms of the Warrant Agreement.exchange therefor is registered, it shall be a

Appears in 1 contract

Samples: Agreement and Plan of Merger (International Home Foods Inc)

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 who became such on or after the Effective Time, will shall be paid to any Person entitled by reason of the Merger to receive a certificate certificates representing shares of Parent Common Stock and a certificate representing Algos WarrantsStock, until such Person surrenders such certificates shall have surrendered its Certificate(s) as provided in accordance with Section 1.8 hereof2.2 above. Subject to the effect of applicable lawLaw, there shall be paid to each record holder of Person receiving a new certificate representing such 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 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) distributions. If any dividends cash or distributions certificate representing shares of Parent Common Stock is to be payable on the Algos Warrants paid to or to the holders of record thereof unless and until such Algos Warrants are exercised issued in accordance with the terms of the Warrant Agreement.a name other than that in which the

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quintiles Transnational Corp)

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