Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Broadbase Software Inc), Merger Agreement (Verisign Inc/Ca), Merger Agreement (Verisign Inc/Ca)
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to deposit with the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange FundEXCHANGE FUND") issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock.
Appears in 3 contracts
Samples: Merger Agreement (Eclipsys Corp), Merger Agreement (Eclipsys Corp), Merger Agreement (Neoforma Com Inc)
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock and cash (such shares of Parent Common StockStock and cash, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "“Exchange Fund"”) issuable pursuant to Section 1.6 and Section 1.7(e) in exchange for outstanding shares of Company Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Imanage Inc), Merger Agreement (Interwoven Inc)
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to the Exchange Agent Agent, for exchange in accordance with this Article I, an "EXCHANGE FUND" consisting of the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 1.6 1.09(a) in exchange for outstanding shares of Company Common Stock, and cash in an amount estimated to be sufficient for payment in lieu of fractional shares pursuant to Section 1.09(f) and any dividends or other distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.10(d).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Sybase Inc)
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to the Exchange Agent for exchange in accordance with this Article III, the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 1.6 2.6 in exchange for outstanding shares of Company Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Vignette Corp), Merger Agreement (Ondisplay Inc)
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to deposit with the Exchange Agent for exchange in accordance with this Article I2, the shares of Parent Common Stock (such shares of Parent Common Stock, together with and cash in lieu of fractional shares and (together with any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange FundEXCHANGE FUND") issuable pursuant to Section 1.6 2.4 in exchange for outstanding shares of Company Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Lau Acquisition Corp), Agreement and Plan of Reorganization (Viisage Technology Inc)
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock and cash (such shares of Parent Common StockStock and cash, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "“Exchange Fund"”) issuable pursuant to Section 1.6 1.5 and Section 1.6(e) in exchange for outstanding Company Debt and outstanding shares of Company Series F Stock and Company Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Tangram Enterprise Solutions Inc)
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to deposit with the Exchange Agent for exchange in accordance with this Article I2, the shares of Parent Common Stock (such shares of Parent Common Stock, together with and cash in lieu of fractional shares and (together with any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund"“EXCHANGE FUND”) issuable pursuant to Section 1.6 2.4 in exchange for outstanding shares of Company Common Stock.
Appears in 1 contract
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to the Exchange Agent for exchange in accordance with this Article I2, the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 1.6 2.06 in exchange for outstanding shares of Company Common Stock.
Appears in 1 contract
Samples: Merger Agreement (E Trade Group Inc)
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to the Exchange Agent for exchange in accordance with this Article I1, the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "“Exchange Fund"”) issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock.
Appears in 1 contract
Exchange Fund. Promptly after the Effective Time, Parent shall make ------------- make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Verisign Inc/Ca)
Exchange Fund. Promptly after At the Effective Time, Parent shall ------------- make available deliver to the Exchange Agent for exchange in accordance with this Article III, the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 1.6 2.01(d) and Section 2.02(e) in exchange for outstanding shares of Company Common Stock.
Appears in 1 contract
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock.
Appears in 1 contract
