Parent to Provide Merger Consideration. Prior to the filing of the Certificate of Merger, Parent shall deposit with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time, for exchange through the procedures set forth herein, sufficient shares of Parent Common Stock to be exchanged pursuant to Section 2.7 of the Agreement, and dividends or distributions with respect thereto with a record date after the Effective Time, and sufficient cash for the payment of fractional shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tutogen Medical Inc), Agreement and Plan of Merger (Regeneration Technologies Inc)
Parent to Provide Merger Consideration. Prior to the filing of the Certificate of Merger, Parent shall deposit with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time, for exchange through the procedures set forth herein, sufficient shares of Parent Common Stock and Warrants to be exchanged pursuant to Section 2.7 1.7 of the Agreement, and dividends or distributions with respect thereto with a record date after the Effective Time, and plus sufficient cash for the payment of fractional shares of Parent Common StockStock and fractional Warrants.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xenogen Corp), Agreement and Plan of Merger (Caliper Life Sciences Inc)
Parent to Provide Merger Consideration. Prior to the filing of the Certificate of Merger, Parent shall deposit with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time, for exchange through the procedures set forth herein, sufficient cash and shares of Parent Common Stock to be exchanged pursuant to Section 2.7 1.7 of the Agreement, and dividends or distributions with respect thereto with a record date after the Effective Time, and sufficient Agreement plus cash for the payment of fractional shares of Parent Common Stockshares.
Appears in 1 contract
Parent to Provide Merger Consideration. Prior to the filing of the Certificate of Merger, Parent shall deposit with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time, for exchange through the procedures set forth herein, sufficient shares of Parent Common Stock to be exchanged pursuant to Section 2.7 of the Agreement, and dividends or distributions with respect thereto with a record date after the Effective Time, and Agreement plus sufficient cash for the payment of fractional shares of Parent Common Stockshares.
Appears in 1 contract
Samples: Lock Up Agreement (Oxigene Inc)