Common use of Merger Consideration Received in Connection with Exchange Clause in Contracts

Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Common Stock represented by a Certificate, the surrender of such Certificate for cancellation to the Paying Agent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto (or affidavits in lieu thereof pursuant to Section 2.02(i), if applicable) or (ii) in the case of shares of Common Stock held as Book-Entry Shares, the receipt of an “agent’s message” by the Paying Agent, in each case together with such other documents as may reasonably be required by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration into which such shares of Common Stock have been converted pursuant to Section 2.01. In the event of a transfer of ownership of Common Stock that is not registered in the transfer records of the Company, the Merger Consideration may be paid to a transferee if the Certificate or Book-Entry Share representing such Common Stock is presented to the Paying Agent (or, in the case of Book-Entry Shares, proper evidence of such transfer) accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c), each share of Common Stock, and any Certificate with respect thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holders of shares of Common Stock are entitled to receive in respect of such shares pursuant to Section 2.01(c). No interest will be paid or accrued on the cash payable upon surrender of the Certificates (or shares of Common Stock held as Book-Entry Shares).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (DST Systems Inc), Agreement and Plan of Merger (SS&C Technologies Holdings Inc)

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Merger Consideration Received in Connection with Exchange. Upon (i) in After the case of shares of Common Stock represented by a CertificateEffective Time, upon the surrender of such a Certificate for cancellation cancelation to the Paying Agent Agent, together with the Letter of Transmittal, duly, completely duly completed and validly executed in accordance with the instructions thereto (or affidavits in lieu thereof pursuant to Section 2.02(i)thereto, if applicable) or (ii) in the case of shares of Common Stock held as Book-Entry Shares, the receipt of an “agent’s message” by the Paying Agent, in each case together with and such other documents as may reasonably be required by the Paying Agent, the holder of such shares Certificate shall be entitled to receive in exchange therefor therefor, the Merger Consideration into which the CTWS Common Shares previously represented by such shares of Common Stock Certificate have been converted pursuant to Section 2.012.01(a). In the event of a transfer of ownership of CTWS Common Stock that is not registered in the transfer records of the CompanyCTWS, the Merger Consideration may be paid issued to a transferee if the Certificate or Book-Entry Share representing such Common Stock is presented to the Paying Agent (or, in the case of for Book-Entry Shares, proper evidence of such transfer) representing such CTWS Common Stock is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by transfer, including evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c), each share of Common Stock, and any Certificate with respect thereto, or Book-Entry Share shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that which the holders holder of shares of Common Stock are such Certificates or Book-Entry Shares were entitled to receive in respect of such shares pursuant to Section 2.01(c)2.01. No interest will shall be paid or accrued shall accrue on the cash payable upon surrender of the Certificates (under this Section 2.02(c) or shares of Common Stock held as Book-Entry Sharesunder Section 2.02(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SJW Group), Agreement and Plan of Merger (Connecticut Water Service Inc / Ct)

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Merger Consideration Received in Connection with Exchange. Upon (i) in the case of shares of Company Common Stock represented by a physical Certificate, the surrender of such physical Certificate for cancellation to the Paying Agent together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto (or affidavits in lieu thereof pursuant to Section 2.02(i)thereto, if applicable) or (ii) in the case of shares of Company Common Stock held as Bookin book-Entry Sharesentry form, the receipt of an “agent’s message” by the Paying Agent, in each case together with such other documents as may reasonably be required by the Paying Agent, the holder of such shares of Company Common Stock shall be entitled to receive in exchange therefor the Merger Consideration into which such shares of Company Common Stock have been converted pursuant to Section 2.01, without interest thereon. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, the Merger Consideration may be paid to a transferee if the Certificate or Book-Entry Share representing such Company Common Stock (or, if such Company Common Stock is presented to the Paying Agent (or, held in the case of Bookbook-Entry Sharesentry form, proper evidence of such transfer) is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.02(c), each share of Company Common Stock, and any Certificate with respect thereto, shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holders of shares of Common Stock are entitled to receive in respect of such shares pursuant to Section 2.01(c)Consideration. No interest will shall be paid or accrued shall accrue on the cash payable upon surrender of the Certificates any Certificate (or shares of Company Common Stock held as Bookin book-Entry Sharesentry form).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Exactech Inc)

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