Parent to Provide Common Stock and Cash. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for the benefit of the holder of Company Common Stock: (i) Certificates of Parent Common Stock ("Parent Certificates") representing the number of whole shares of Parent Common Stock issuable pursuant to Section 3.01(a) in exchange for shares of Company Common Stock outstanding immediately prior to the Effective Time; (ii) sufficient funds to permit payment in lieu of fractional shares pursuant to Section 3.04 and (iii) any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 3.07.
Appears in 4 contracts
Samples: Stockholder Agreement (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Opticare Health Systems Inc)
Parent to Provide Common Stock and Cash. Promptly after Following the Effective Time, Parent shall make available to the Exchange Agent for the benefit of the holder holders of Company Common Stock and Company Preferred Stock: (i) Certificates of Parent Common Stock Shares ("Parent CertificatesPARENT CERTIFICATES") representing the number of whole shares of Parent Common Stock Shares issuable pursuant to Section 3.01(a) in exchange for shares of Company Common Stock and Company Preferred Stock outstanding immediately prior to the Effective Time; (ii) other evidences of the ownership of the underlying Parent Common Shares; and (iii) sufficient funds to permit payment in lieu of fractional shares pursuant to Section 3.04 and (iii) any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 3.073.04.
Appears in 2 contracts
Samples: Merger Agreement (Ness Technologies Inc), Merger Agreement (Sapiens International Corp N V)
Parent to Provide Common Stock and Cash. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for the benefit of the holder of Company Common Stock: (i) Certificates of Parent Common Stock ("Parent Certificates") representing the number of whole shares of Parent Common Stock issuable pursuant to Section 3.01(a) in exchange for shares of Company company Common Stock outstanding immediately prior to the Effective Time; and (ii) sufficient funds to permit payment in lieu of fractional shares pursuant to Section 3.04 and (iii) any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 3.073.04.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Multex Com Inc), Agreement and Plan of Merger and Reorganization (Multex Com Inc)
Parent to Provide Common Stock and Cash. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for the benefit of the holder holders of Company Common Stock: (i) Certificates certificates of Parent Common Stock ("'Parent Certificates"') representing the number of whole shares of Parent Common Stock issuable pursuant to Section 3.01(a) in exchange for shares of Company Common Stock outstanding immediately prior to the Effective Time; Time and (ii) sufficient funds to permit payment in lieu of fractional shares pursuant to Section 3.04 and (iii) any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 3.073.04.
Appears in 1 contract
Parent to Provide Common Stock and Cash. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for the benefit of the holder of Company Common Stock: (i) Certificates certificates of Parent Common Stock ("Parent Certificates") representing the number of whole shares of Parent Common Stock issuable pursuant to Section 3.01(a) in exchange for shares of Company Common Stock outstanding immediately prior to the Effective Time; and (ii) sufficient funds to permit payment in lieu of fractional shares pursuant to Section 3.04 and (iii) any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 3.073.04.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Netcreations Inc)
Parent to Provide Common Stock and Cash. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for the benefit of the holder holders of Company Common Stock: (i) Certificates certificates of Parent Common Stock ("Parent Certificates") representing the number of whole shares of Parent Common Stock issuable pursuant to Section 3.01(a) in exchange for shares of Company Common Stock outstanding immediately prior to the Effective Time; Time and (ii) sufficient funds to permit payment in lieu of fractional shares pursuant to Section 3.04 and (iii) any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 3.073.04.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Doubleclick Inc)
Parent to Provide Common Stock and Cash. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for the benefit of the holder holders of Company Common Stock: Capital Stock (i) Certificates certificates of Parent Common Stock ("Parent CertificatesPARENT CERTIFICATES") representing the number of whole shares of Parent Common Stock issuable pursuant to Section 3.01(a) 3.1 in exchange for shares of Company Common Capital Stock outstanding immediately prior to the Effective Time; and (ii) sufficient funds to permit payment in lieu of fractional shares pursuant to Section 3.04 3.6 and (iii) any dividends or distributions the cash to which holders be paid in respect of shares of Company Common Stock may be entitled pursuant to Section 3.073.1.
Appears in 1 contract
