Parent to Provide Common Stock and Cash. Promptly after --------------------------------------- the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, through such reasonable procedures as Parent may adopt, (i) the shares of Parent Common Stock issuable pursuant to Section 1.6(a) in exchange for shares of Company Common Stock outstanding immediately prior to the Effective Time (provided that delivery of any shares -------- that are subject to vesting and/or repurchase rights in favor of Company shall be in book entry form until such vesting and/or repurchase rights lapse) and (ii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.6(f).
Appears in 3 contracts
Samples: Merger Agreement (Credence Systems Corp), Merger Agreement (Credence Systems Corp), Merger Agreement (Integrated Measurement Systems Inc /Or/)
Parent to Provide Common Stock and Cash. Promptly after --------------------------------------- the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, through such reasonable procedures as Parent may adopt, (i) the shares of Parent Common Stock issuable pursuant to Section 1.6(a) in exchange for shares of Company Common Stock outstanding immediately prior to the Effective Time (provided that delivery of any shares -------- that are subject to vesting and/or repurchase rights in favor of Company or other restrictions shall be in book entry form until such vesting and/or repurchase rights or other restrictions lapse) and (ii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.6(f1.6(e).
Appears in 2 contracts
Samples: Merger Agreement (Active Voice Corp), Merger Agreement (Cisco Systems Inc)
Parent to Provide Common Stock and Cash. Promptly after --------------------------------------- the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article ARTICLE I, through such reasonable procedures as Parent may adopt, (i) the shares of Parent Common Stock issuable pursuant to Section 1.6(a) in exchange for shares of Company Common Stock outstanding immediately prior to the Effective Time (provided that delivery of any shares -------- that are subject to vesting and/or repurchase rights in favor of the Company shall be in book entry form until such vesting and/or repurchase rights lapse) and (ii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.6(f1.6(h).
Appears in 2 contracts
Samples: Merger Agreement (Copper Mountain Networks Inc), Merger Agreement (Tut Systems Inc)
Parent to Provide Common Stock and Cash. Promptly after the --------------------------------------- the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, through such reasonable procedures as Parent may adopt, (i) the shares of Parent Common Stock issuable pursuant to Section 1.6(a) in exchange for shares of Company Common Capital Stock outstanding immediately prior to the Effective Time less the number of shares of Parent Common Stock to be deposited into an escrow fund (provided that delivery the "Escrow Fund") pursuant to the requirements of any shares -------- that are subject to vesting and/or repurchase rights in favor of Company shall be in book entry form until such vesting and/or repurchase rights lapse) Article VIII and (ii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.6(f1.6(g).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sandpiper Networks Inc), Agreement and Plan of Reorganization (Digital Island Inc)
Parent to Provide Common Stock and Cash. Promptly after --------------------------------------- the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article III, through such reasonable procedures as Parent may adopt, (i) the shares of Parent Common Stock issuable pursuant to Section 1.6(a2.6(a) in exchange for shares of Company Common Stock outstanding immediately prior to the Effective Time (provided that delivery of any shares -------- that are subject to vesting and/or repurchase rights in favor of the Company shall be in book entry form until such vesting and/or repurchase rights lapse) and (ii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.6(f2.6(f).
Appears in 2 contracts
Samples: Merger Agreement (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Ikos Systems Inc)
Parent to Provide Common Stock and Cash. Promptly after --------------------------------------- the Effective Time, Parent shall --------------------------------------- use commercially reasonable efforts to make available to the Exchange Agent promptly, but in no event later than three (3) business days after the Effective Time, for exchange in accordance with this Article I, through such reasonable procedures as Parent may adopt, (i) the shares of Parent Common Stock issuable pursuant to Section 1.6(a1.6(b) (provided that delivery of any shares that are subject to vesting shall be in book entry form only until such vesting restrictions have lapsed) in exchange for shares of Company Common Capital Stock outstanding immediately prior to the Effective Time (provided that delivery of any shares -------- that are subject to vesting and/or repurchase rights in favor of Company shall be in book entry form until such vesting and/or repurchase rights lapse) Time, and (ii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.6(f), less any amounts required to be withheld from such cash under foreign, federal, state or local laws.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Gasonics International Corp)