Parent to Provide Common Stock and Cash. Promptly after the Effective Time, Parent shall deliver to the Exchange Agent for exchange and payment in accordance with this Article I, through such reasonable procedures as Parent may adopt, (x) the shares of Parent Common Stock issuable pursuant to Section 1.7(a) (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 Capital Stock outstanding immediately prior to the Effective Time and (y) cash in lieu of fractional shares pursuant to Section 1.7(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Phone Com Inc), Shareholder Agreement (Phone Com Inc)
Parent to Provide Common Stock and Cash. Promptly after Prior to the Effective --------------------------------------- Time, Parent shall deliver to deposit with the Exchange Agent for exchange and payment in accordance with this Article I, through such reasonable procedures as Parent may adopt, (xi) the shares of Parent Common Stock issuable pursuant to Section 1.7(a) (provided that delivery of any shares that are subject to vesting shall be in book entry form only until such vesting restrictions have lapsed1.6(a) in exchange for shares of Company Capital Common Stock outstanding immediately prior to the Effective Time and (yii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.6(g) and any dividend or distribution to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (E Trade Group Inc), Agreement and Plan of Merger (E Trade Group Inc)
Parent to Provide Common Stock and Cash. Promptly after On or prior to the --------------------------------------- Effective TimeDate, Parent shall deliver make available to the Exchange Agent for exchange and payment in accordance with this Article I, through such reasonable procedures as Parent may adopt, (xi) the shares of Parent Common Stock issuable pursuant to Section 1.7(a) (provided that delivery of any shares that are subject to vesting shall be in book entry form only until such vesting restrictions have lapsed2.1(c) in exchange for shares of Company Capital LOL Common Stock outstanding immediately prior to the Effective Time Date, (ii) the Cash Consideration pursuant to Section 2.1(b), and (yiii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.7(d2.2(e).
Appears in 1 contract
Parent to Provide Common Stock and Cash. Promptly after the Effective Time, Parent shall deliver to the Exchange Agent make available for exchange and payment in accordance with this Article ISection 1, through such reasonable procedures as Parent may adopt, (xi) the shares of Parent Common Stock issuable pursuant to Section 1.7(a) (provided that delivery of any shares that are subject to vesting shall be in book entry form only until such vesting restrictions have lapsed1.6(a) in exchange for shares of Company Capital Stock outstanding immediately prior to the Effective Time and (yii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.7(d1.6(e).
Appears in 1 contract
Samples: Agreement (Softquad Software LTD)
Parent to Provide Common Stock and Cash. Promptly after the Effective Time, Parent shall deliver to the Exchange Agent for exchange and payment in accordance with this Article I, through such reasonable procedures as Parent may adopt, (xi) the shares of Parent Common Stock issuable pursuant to Section 1.7(a) (provided that delivery of any shares that are subject to vesting shall be in book entry form only until such vesting restrictions have lapsed1.6(a) in exchange for shares of Company Capital Common Stock outstanding immediately prior to the Effective Time and (yii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.7(d1.6(f).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Geotel Communications Corp)
Parent to Provide Common Stock and Cash. Promptly after the Effective Time, Parent shall deliver to the Exchange Agent for exchange and payment in accordance with this Article I, through such reasonable procedures as Parent may adopt, (x) the shares of Parent Common Stock and Cash Consideration issuable pursuant to Section 1.7(a) (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 Capital Stock outstanding immediately prior to the Effective Time and (y) cash in lieu of fractional shares payable pursuant to Section 1.7(d).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tumbleweed Communications Corp)
Parent to Provide Common Stock and Cash. Promptly after the Effective Time, Parent shall deliver make available to the Exchange Agent for exchange and payment in accordance with this Article I, through the procedures set forth in Section 1.7 or such other reasonable procedures as Parent may adopt, (xi) the shares of Parent Common Stock issuable pursuant to Section 1.7(a) (provided that delivery of any shares that are subject to vesting shall be in book entry form only until such vesting restrictions have lapsed1.6(a) in exchange for shares of Company Capital Common Stock outstanding immediately prior to the Effective Time and (yii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.7(d1.6(g).
Appears in 1 contract
