Common use of Parent to Provide Common Stock and Cash Clause in Contracts

Parent to Provide Common Stock and Cash. As soon as reasonably practicable after the Effective Time, Parent shall deposit with 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(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 Capital Stock outstanding immediately prior to the Effective Time, and (ii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.6(g), less any amounts required to be withheld from such cash under foreign, federal, state or local laws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Novellus Systems Inc), Agreement and Plan of Reorganization (Speedfam Ipec Inc)

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Parent to Provide Common Stock and Cash. As soon as reasonably practicable Promptly after the Effective ---------------------------------------- Time, Parent shall deposit with 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(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 Capital Stock outstanding immediately prior to the Effective Time, and (ii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.6(g), less any amounts required to be withheld from such cash under foreign, federal, state or local laws.

Appears in 1 contract

Samples: Voting Agreement (Gish Biomedical Inc)

Parent to Provide Common Stock and Cash. As soon as reasonably practicable after the Effective Time, Parent shall deposit with 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(b1.6(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, less the Escrow Shares (as defined in Section 1.9(c)(iii)), and (ii) cash in an amount sufficient to permit payment of cash pursuant to Section 1.6(a) and the payment in lieu of fractional shares pursuant to Section 1.6(g1.6(e), less any amounts required to be withheld from such cash under foreign, federal, state or local lawsthe Escrow Cash (as defined in Section 1.9(c)(iii)).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (PLX Technology Inc)

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Parent to Provide Common Stock and Cash. As soon as reasonably practicable Promptly after the --------------------------------------------- Effective Time, Parent shall deposit with 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(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 Capital Stock outstanding immediately prior to the Effective Time, and (ii) cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 1.6(g), 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 Merger and Reorganization (Cardiotech International Inc)

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