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: Merger Agreement (Triquint Semiconductor Inc), Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Merger Agreement (HMT Technology 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 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 Reorganization (Informix Corp), Agreement and Plan of Reorganization (Isocor), Agreement and Plan of Reorganization (Informix 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, 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 4 contracts
Samples: Merger Agreement (Keravision Inc /Ca/), Merger Agreement (Healthcare Com Corp), Merger Agreement (Xcarenet 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), Merger Agreement (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 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 (Dynamic Health Products Inc), Agreement and Plan of Reorganization (GeoPharma, 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 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 the Effective TimeTime (but in no event later than three (3) business days thereafter), 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 2 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Red Brick Systems 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: Merger Agreement (Excite Inc), Merger Agreement (At Home 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 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: Merger Agreement (Sunpharm Corporation), Merger Agreement (Geltex Pharmaceuticals Inc)
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: Merger Agreement (Accord Networks LTD), Merger Agreement (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 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 1 contract
Samples: Merger Agreement (Truevision 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 number of shares of Parent Common Stock issuable issued 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).for
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Peregrine Systems 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(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 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 (Telcom Semiconductor 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(d1.8(d).
Appears in 1 contract
Samples: 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 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
Samples: Merger Agreement (Nfront 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
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
