Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 17 contracts
Samples: Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Triquint Semiconductor Inc)
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent Agent, for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Appnet Inc /De/), Agreement and Plan of Reorganization (Isocor), Agreement and Plan of Reorganization (Forte Software Inc \De\)
Parent to Provide Common Stock. 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, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Phazar Corp), Agreement and Plan of Merger (Phazar Corp), Agreement and Plan of Reorganization (Cybermedia Inc)
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 1.6(a) in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (GeoPharma, Inc.), Agreement and Plan of Reorganization (Dynamic Health Products Inc), Agreement and Plan of Reorganization (Go2net Inc)
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Healtheon Corp), Agreement and Plan of Reorganization (Mede America Corp /), Agreement and Plan of Reorganization (Healtheon Corp)
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent Agent, for exchange in accordance with this Article I, (i) the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, Stock and (ii) cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Webvan Group Inc)
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f1.6(g) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).. (c)
Appears in 3 contracts
Samples: Exhibit 2 Agreement (Transcend Therapeutics Inc), Agreement and Plan Of (Keravision Inc /Ca/), Agreement and Plan of Reorganization (Truevision Inc)
Parent to Provide Common Stock. Promptly Within ten (10) Business Days after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 1.06 in exchange for outstanding shares of the Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f1.06(d) and any dividends or distributions to which holders of shares of the Company Common Stock may be entitled pursuant to Section 1.7(d1.07(d).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Netgateway Inc), Agreement and Plan of Merger (Netgateway Inc), Agreement and Plan of Merger (Galaxy Enterprises Inc /Nv/)
Parent to Provide Common Stock. 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, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions 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 (P Com Inc), Agreement and Plan of Merger (Telaxis Communications Corp)
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent Agent, for exchange in accordance with this Article I, certificates representing the shares of Parent Common Stock issuable pursuant to Section 1.6 1.5 in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions 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 (One2one Living Corp), Agreement and Plan of Merger (Terra Tech Corp.)
Parent to Provide Common Stock. Promptly after the Effective ------------------------------ Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding the shares of Company Common Stock, Stock that were outstanding immediately prior to the Effective Time and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f1.6(d) and for payment of any dividends or distributions 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 Reorganization (Extended Systems Inc), Agreement and Plan of Reorganization (Palm Inc)
Parent to Provide Common Stock. 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, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common StockShares and outstanding Company Preferred Shares, and together with an estimated amount of cash in an amount sufficient for payment to be paid pursuant to Section 1.11 in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d)shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Geltex Pharmaceuticals Inc), Agreement and Plan of Merger (Sunpharm Corporation)
Parent to Provide Common Stock. Promptly after following the Effective Time, Parent shall make available to deposit with the Exchange Agent Agent, for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common StockShares, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock Shares may be entitled pursuant to Section 1.7(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Accord Networks LTD), Agreement and Plan of Merger and Reorganization (Polycom Inc)
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Capital Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or distributions to which holders of shares of Company Common Capital Stock may be entitled pursuant to Section 1.7(d).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (At Home Corp), Agreement and Plan of Reorganization (Excite Inc)
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent Agent, for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 1.6(a) in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions 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 Reorganization (Quantum Effect Devices Inc), Agreement and Plan of Reorganization (PMC Sierra Inc)
Parent to Provide Common Stock. Promptly after Prior to the Effective TimeTime and ------------------------------ prior to each Payment Date, Parent shall make available deliver to the Exchange Agent for exchange in accordance with this Article ISection 2, the shares of Parent Common Stock or cash issuable pursuant to Section 1.6 2.1 in exchange for the outstanding shares of Company Common StockUnits, and as well as cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d2.1(i).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc), Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f1.6(g) and any dividends or distributions 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 (Xcarenet Inc), Agreement and Plan of Merger and Reorganization (Healthcare Com Corp)
Parent to Provide Common Stock. 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, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Capital Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d1.6(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mastering Inc), Agreement and Plan of Merger (Platinum Technology Inc)
Parent to Provide Common Stock. Promptly after At the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Company Common Stock, certificates of Parent Common Stock (“Parent Certificates”) representing the number of whole shares of Parent Common Stock issuable pursuant to Section 2.1(a) in exchange for shares of Company Common Stock outstanding immediately prior to the Effective Time. From time to time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant sufficient cash to Section 1.6 in exchange for outstanding shares of Company Common Stock, and make all cash in an amount sufficient for payment payments in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d)2.4.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Inhibitex, Inc.), Agreement and Plan of Merger and Reorganization (Fermavir Pharmaceuticals, Inc.)
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the aggregate amount of cash and the aggregate number of shares of Parent Common Stock payable or issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock; provided, however, that, on behalf of the holders of Company Common Stock, and cash in an amount sufficient for payment in lieu pursuant to the Escrow Agreement, Parent shall deposit the Escrow Shares with the Escrow Agent out of fractional the aggregate number of shares of Parent Common Stock otherwise issuable pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d)1.6.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Concord Communications Inc)
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, I the shares of Parent Internet Group Common Stock issuable pursuant to Section 1.6 Article I in exchange for all of the outstanding shares of Company Common Capital Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Walt Disney Co/)
Parent to Provide Common Stock. Promptly after the Effective TimeAt Closing, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable and cash payable pursuant to Section 1.6 1.7(a) (subject to the escrow provisions of Section 1.7(c)) in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) Capital Stock and any dividends or distributions to which holders of shares of Company Common Capital Stock may be entitled pursuant to Section 1.7(d1.9(d).
Appears in 1 contract
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent Agent, for exchange in accordance with this Article I, certificates representing the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cardiogenesis Corp)
Parent to Provide Common Stock. Promptly after the Effective TimeAt Closing, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, Stock and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d1.8(d).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Realnetworks Inc)
Parent to Provide Common Stock. 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, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, Stock and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d1.6(g).
Appears in 1 contract
Parent to Provide Common Stock. 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 and Company may mutually adopt, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, Stock and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Telaxis Communications Corp)
Parent to Provide Common Stock. Promptly after the Effective TimeAt Closing, Parent shall make available to the Exchange Agent for exchange in accordance with this Article ARTICLE I, the shares of Parent Common Stock issuable and cash payable pursuant to Section 1.6 SECTION 1.7 (subject to the escrow provisions of SECTION 1.7(b)) in exchange for outstanding shares of Company Common Capital Stock, and additional cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(fSECTION 1.7(H) and any dividends or distributions to which holders of shares of Company Common Capital Stock may be entitled pursuant to Section 1.7(dSECTION 1.10(d).
Appears in 1 contract
Samples: Voting Agreement (Realnetworks Inc)
Parent to Provide Common Stock. Promptly after As of the Effective Time, Parent ------------------------------ shall make available to deposit with the Exchange Agent Agent, for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 1.6(a) in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 1 contract
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent Agent, for exchange in accordance with this Article I, (i) the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, Stock and (ii) cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) ), if any, and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Eagle Wireless International Inc)
Parent to Provide Common Stock. Promptly after the Effective ------------------------------ Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (McAfee Associates Inc)
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent Agent, for exchange in accordance with this Article I, (i) the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, Stock and (ii) cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f1.6(g) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d1.8(d).
Appears in 1 contract
Parent to Provide Common Stock. Promptly after the Effective TimeTime ------------------------------ (and in any event within ten business days), Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, Stock and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 1 contract
Parent to Provide Common Stock. Promptly after the Effective ------------------------------ Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Target Stock, and (ii) cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f1.6(e), and (iii) and any dividends or distributions to which holders of shares of Company Common Target Stock may be entitled pursuant to Section 1.7(d).
Appears in 1 contract
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Capital Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or distributions to which holders of shares of Company Common Capital Stock may be entitled pursuant to Section 1.7(d1.8(d).
Appears in 1 contract
Samples: 6 Agreement and Plan of Reorganization (Healtheon Corp)
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent Agent, for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 1.06(a) in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f1.06(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d1.07(d).
Appears in 1 contract
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent Agent, for exchange in accordance with this Article I, certificates representing the shares of Parent Common Stock issuable pursuant to Section 1.6 1.5 in exchange for outstanding shares of Company Common Stock. Such shares to be issued in accordance with the named shareholders, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders number of shares of Company Common Stock may to be entitled pursuant issued, as set out in a hereto to Section 1.7(d)be provided by the Company.
Appears in 1 contract
Parent to Provide Common Stock. Promptly after the Effective Time, ------------------------------ Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 1.6(a) in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Infospace Inc)
Parent to Provide Common Stock. Promptly after the Effective TimeAt Closing, Parent shall make available to the Exchange Agent for exchange in accordance with this Article ARTICLE I, the shares of Parent Common Stock issuable pursuant to Section 1.6 SECTION 1.7 in exchange for outstanding shares of Company Common Stock, Stock and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(fSECTION 1.7(g) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(dSECTION 1.9(d).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Realnetworks Inc)
Parent to Provide Common Stock. Promptly after following the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 hereof in exchange for outstanding shares of Company Common Stock, and cash in an amount estimated to be sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) hereof, and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d)) hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sun Microsystems Inc)
Parent to Provide Common Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, Stock and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 1 contract
Samples: Employment Agreement (Nfront Inc)
Parent to Provide Common Stock. Promptly after At the Effective Time, Parent shall make available to deposit with the Exchange Agent Agent, for the benefit of the holders of Company Shares and for exchange in accordance with this Article ISection 1, the shares of Parent Common Stock issuable pursuant to Section 1.6 1.5(a)(v) in exchange for outstanding shares of Company Common StockShares, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d1.5(a)(vii).
Appears in 1 contract
Parent to Provide Common Stock. Promptly after the Effective ------------------------------ Time, Parent shall make available to the Exchange Agent Agent, for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 1.06(a) in exchange for outstanding shares of Company Common Stock, and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f1.06(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d1.07(d).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Microchip Technology Inc)
Parent to Provide Common Stock. Promptly after the Effective Time, ---------------------------------- Parent shall make available to the Exchange Agent Agent, for exchange in accordance with this Article I, (i) the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Preferred Stock and Company Common Stock, Stock and (ii) cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) ), if any, and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pharmafrontiers Corp)
Parent to Provide Common Stock. Promptly after the Effective Time, ------------------------------ Parent shall make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, Stock and cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f) and any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).
Appears in 1 contract
