Paying Agent and Procedures. (i) Prior to the Effective Time, the Company shall select a bank or trust company reasonably acceptable to Parent as paying agent (the “Paying Agent”). At or prior to the Effective Time, Parent shall deposit with the Paying Agent, separate and apart from its other funds, for the benefit of holders of Certificates and Book-Entry Shares, cash in an amount equal to the aggregate Merger Consideration which such holders are entitled to receive pursuant to this Article IV (such cash, the “Merger Fund”). Parent shall be responsible for all fees and expenses of the Paying Agent. (ii) The Merger Fund shall be invested by the Paying Agent in (A) direct obligations of the United States of America, (B) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest or (C) commercial paper obligations receiving the highest rating from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s, a division of McGraw Hill Financial, or a combination thereof, as directed by and for the benefit of the Surviving Corporation; provided, however, that no gain or loss thereon shall affect the amounts payable to the holders of Common Shares following completion of the Merger pursuant to this Article IV, and Parent shall take all actions necessary to ensure that the Merger Fund includes at all times cash sufficient to satisfy Parent’s obligation under this Article IV. Any and all interest and other income earned on the Merger Fund shall promptly be paid to the Surviving Corporation. (iii) As promptly as practicable after the Effective Time, but in no event more than three (3) Business Days following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail (and to make available for collection by hand) to each holder of record of Common Shares (A) a letter of transmittal (which shall be in customary form approved by the Company and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent) and (B) instructions for effecting the surrender of the Certificates or transfer of the Book-Entry Shares in exchange for the Merger Consideration. (iv) Upon (A) surrender to the Paying Agent of Certificates for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions or (B) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, each holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, in cash, the aggregate Merger Consideration in respect thereof in the form of a check to be mailed within three (3) Business Days of receipt by the Paying Agent of such Certificates or Book-Entry Shares, and the Certificates so surrendered and Book-Entry Shares so transferred shall forthwith be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or due transfer of the Book-Entry Shares. The Paying Agent shall accept such Certificates and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. The Merger Consideration paid in respect of Common Shares upon their surrender for exchange in accordance with the terms of this Article IV shall be deemed to have been paid in full satisfaction of all rights pertaining to such Common Shares. (v) In the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration in respect of the applicable Common Shares may be made to a Person other than the Person in whose name the Certificates so surrendered or the Book-Entry Shares so transferred are registered if such Certificates shall be properly endorsed or otherwise be in proper form for transfer or such Book-Entry Shares shall be properly transferred and, in each case, the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment of the Merger Consideration in respect thereof or establish to the reasonable satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable.
Appears in 2 contracts
Samples: Merger Agreement (Omnicare Inc), Merger Agreement (CVS HEALTH Corp)
Paying Agent and Procedures. (i) Prior to the Effective Time, the Company Parent shall select a bank or trust company reasonably acceptable to Parent the Company as paying agent (the “Paying Agent”)) and the parties shall enter into a written agreement with the Paying Agent in form and substance reasonably acceptable to Parent and the Company relating to the services to be performed by the Paying Agent to act as agent for the holders of Common Shares in connection with the Merger. At or prior to the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Paying Agent, separate and apart from its the Paying Agent’s other funds, for the benefit of holders of Certificates Certificated Shares, Uncertificated Shares and Book-Entry SharesShares (other than to the extent of any income on such account, which shall be paid in accordance with clause (ii) below), cash in an amount equal to the aggregate Merger Consideration which such holders are entitled to receive pursuant to this Article IV (such cash, the “Merger Fund”). Parent shall cause the Merger Fund to be (x) held for the benefit of the holders of Certificated Shares, Uncertificated Shares and Book-Entry Shares and (y) applied promptly to making the payments pursuant to Section 4.1(a). The Merger Fund shall not be used for any purpose other than to fund payments pursuant to Section 4.1(a). Parent shall be responsible for all fees and expenses of the Paying Agent.
(ii) The Merger Fund shall be invested by the Paying Agent in (A) direct obligations of the United States of America, (B) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest or (C) commercial paper obligations receiving the highest rating from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s, a division of McGraw Hill Financial, S&P or a combination thereof, as directed by and for the benefit of the Surviving Corporation; provided, however, that no gain or loss thereon shall affect the amounts payable to the holders of Common Shares following completion of the Merger pursuant to this Article IV or otherwise relieve Parent or the Paying Agent from making the payments required by this Article IV, and Parent shall take all actions necessary to ensure that the Merger Fund includes at all times cash sufficient to satisfy Parent’s obligation under this Article IV. Any and all interest and other income earned on the Merger Fund shall promptly will be paid payable to Parent or the Surviving Corporation, at Parent’s election.
(iii) As promptly as practicable after the Effective Time, but in no event more than three (3) Business Days following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail (and to make available for collection by hand) to each holder of record of Common Shares immediately prior to the Effective Time (other than holders of Uncertificated Shares, Excluded Shares, Common Shares that are Restricted Shares (which shall be treated in accordance with Section 4.3(b)), Dissenting Shares and Common Shares described in Section 4.1(b)(iii) or Section 4.1(b)(iv)) (A) a letter of transmittal (which shall be in customary form form, shall be approved by the Company and Parent, and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Certificated Shares and Certificates, as applicable, shall pass, only upon proper delivery receipt of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(d))) or transfer of the Book-Entry Shares to Shares, as the case may be, by the Paying Agent) , and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(d)) or transfer of the Book-Entry Shares (including customary provisions with respect to delivery of an “agent’s message” (or such other evidence, if any, of transfer as Parent or Paying Agent may reasonably request) with respect to Book-Entry Shares) in exchange for the Merger Consideration.
(iv) Upon (Ax) physical surrender of a Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(d)) to the Paying Agent of Certificates for cancellationAgent, together with such letter of transmittal, a duly completed and validly executed letter of transmittal and other required documents, or (y) receipt of an “agent’s message” by the Paying Agent to effect the transfer and cancellation of the Book-Entry Shares (or such other evidence, if any, of transfer as Parent or Paying Agent may reasonably request), in each case in accordance with the terms of the letter of transmittal and instructions thereto, and such other documents as may be required pursuant the holder of the Certificated Shares relating to such instructions Certificate (or (Baffidavits of loss in lieu thereof as provided in Section 4.2(d)) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, each holder of or such Certificates or Book-Entry Shares shall be entitled to receive receive, and the Surviving Corporation shall direct the Paying Agent to pay, in exchange therefor, cash in cash, an amount equal to the aggregate Merger Consideration which such holder has the right to receive in respect thereof of such Certificated Shares or Book-Entry Shares, either by wire transfer of immediately available funds or in the form of a check to be mailed mailed, as provided in the instructions delivered by or on behalf of the holder of such Certificated Shares or Book-Entry Shares, within three (3) Business Days of receipt by the Paying Agent of (A) such Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(d)), together with such duly completed and validly executed letter of transmittal and such other required documents, or (B) receipt of such “agent’s message” by the Paying Agent to effect the transfer and cancellation of such Book-Entry Shares (or such other evidence, if any, of transfer as Parent or the Paying Agent may reasonably request), and the Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. No interest will be paid or accrue on any amount payable upon the surrender of any Certificates (or affidavit of loss in lieu thereof as provided in Section 4.2(d)) or the transfer of any Book-Entry Shares.
(v) As promptly as practicable after the Effective Time, but in no event more than three (3) Business Days following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of Uncertificated Shares (other than holders of Excluded Shares and Dissenting Shares)
(i) materials advising such holder of the occurrence of the Effective Time and the conversion of his, her or its Common Shares into the right to receive the Merger Consideration and (ii) instructions for use in effecting the surrender of the Uncertificated Shares (which shall include evidence as Parent or the Paying Agent may reasonably request of such surrender). Upon receipt of documentation regarding the surrender of such Uncertificated Shares by the Paying Agent to effect the transfer and cancellation of the Uncertificated Shares (or such other evidence, if any, of transfer as Parent or Paying Agent may reasonably request), in each case in accordance with the terms of the instructions thereto, the holder of the Uncertificated Shares shall be entitled to receive, and the Surviving Corporation shall direct the Paying Agent to pay, in exchange therefor, cash in an amount equal to the aggregate Merger Consideration which such holder has the right to receive in respect of such Uncertificated Shares, either by wire transfer of immediately available funds or in the form of a check to be mailed, as provided in the instructions delivered by or on behalf of the holder of such Uncertificated Shares, within three (3) Business Days of receipt by the Paying Agent of such Certificates or Book-Entry Sharesdocumentation and, if applicable, such other evidence and the Certificates Uncertificated Shares so surrendered and Book-Entry Shares so transferred shall forthwith be canceled. No interest will be paid or accrued accrue on any amount payable upon due surrender of the Certificates or due transfer of the Book-Entry Shares. The Paying Agent shall accept such Certificates and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. The Merger Consideration paid in respect of Common Shares upon their surrender for exchange in accordance with the terms of this Article IV shall be deemed to have been paid in full satisfaction of all rights pertaining to such Common any Uncertificated Shares.
(vvi) In the event of a transfer of ownership of Common Certificated Shares that is not registered in the transfer records of the Company, upon due surrender of the Certificate(s) relating to such Common Shares, payment of the Merger Consideration in respect of the applicable Common Shares may be made to a Person other than the Person in whose name the Certificates Certificate(s) so surrendered is or the Book-Entry Shares so transferred are registered if such Certificates Certificate(s) formerly representing such Common Shares shall be presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and shall be properly endorsed or otherwise be in proper form for transfer or such Book-Entry Shares shall be properly transferred andtransfer, in each case, and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment of the Merger Consideration in respect thereof or establish to the reasonable satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable.
Appears in 1 contract
Samples: Merger Agreement (Calpine Corp)
Paying Agent and Procedures. (i) Prior to the Effective TimeClosing, the Company Parent shall select a bank or trust company of international reputation reasonably acceptable to Parent the Company as paying agent (the “Paying Agent”). At On or prior to the Effective TimeClosing Date, Parent shall deposit deposit, or shall cause to be deposited, with the Paying Agent, separate and apart from its other funds, for the benefit of holders of Certificates and Book-Entry Shares (other than Certificates or Book-Entry Shares representing Excluded Shares or Dissenting Shares), cash in an amount equal to the aggregate Merger Consideration which such holders are entitled to receive pursuant to this Article IV (such cash, cash being hereinafter referred to as the “Merger Fund”). Parent shall be responsible for all fees and expenses of the Paying Agent.
(ii) The Merger Fund shall be invested by the Paying Agent in (Ai) direct obligations of the United States of America, (Bii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest or (Ciii) commercial paper obligations receiving the highest rating from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s, a division of The McGraw Hill FinancialCompanies, or a combination thereof, as directed by and for the benefit of the Surviving Corporation; provided, however, that no gain or loss thereon shall affect the amounts payable to the holders of Common Shares following completion of the Merger pursuant to this Article IV, and Parent shall take all actions necessary to ensure that the Merger Fund includes at all times cash sufficient to satisfy Parent’s obligation under this Article IV. Any and all interest and other income earned on the Merger Fund shall promptly be paid to the Surviving CorporationCorporation or, at Parent’s election, to Parent or a Subsidiary designated by Parent.
(iii) As promptly as practicable after the Effective Time, but in no event more than three (3) Business Days following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail (and to make available for collection by hand) to each holder of record of Common Shares (as of immediately prior to the Effective Time) (A) a letter of transmittal (which shall be in customary form approved by the Company and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent) and (B) instructions for effecting the surrender of the Certificates or transfer of the Book-Entry Shares in exchange for the Merger Consideration.
(iv) Upon (A) surrender to the Paying Agent of Certificates for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions or (B) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, each holder of such Certificates or Book-Entry Shares (other than Certificates or Book-Entry Shares representing Excluded Shares or Dissenting Shares) shall be entitled to receive in exchange therefor, in cash, the aggregate Merger Consideration in respect thereof in the form of a check to be mailed within three (3) Business Days of receipt by the Paying Agent of such Certificates or Book-Entry Shares, and the Certificates so surrendered and Book-Entry Shares so transferred shall forthwith be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or due transfer of the Book-Entry Shares. The Paying Agent shall accept such Certificates and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. The Until so surrendered or delivered, as the case may be, each such Certificate or Book-Entry Share shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration paid in respect of Common Shares upon their surrender for exchange in accordance with the terms of pursuant to this Article IV shall be deemed to have been paid in full satisfaction of all rights pertaining to such Common SharesIV.
(v) In the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration in respect of the applicable Common Shares may be made to a Person other than the Person in whose name the Certificates so surrendered or the Book-Entry Shares so transferred are registered if such Certificates shall be properly endorsed or otherwise be in proper form for transfer or such Book-Entry Shares shall be properly transferred and, in each case, the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment of the Merger Consideration in respect thereof or establish to the reasonable satisfaction of the Surviving Corporation and the Paying Agent that such Tax has been paid or is not applicable.
Appears in 1 contract
Paying Agent and Procedures. (i) Prior to the Effective Time, the Company shall select a bank or trust company reasonably acceptable to Parent as paying agent (the “Paying Agent”). At or prior to the Effective Time, Parent shall deposit deposit, or cause to be deposited, with the Paying Agent, separate and apart from its other funds, for the benefit of holders of Certificates Certificated Units, Uncertificated Units and Book-Entry SharesUnits, cash in an amount equal to the aggregate Merger Consideration (together with the aggregate amount of any distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time) which such holders are entitled to receive pursuant to this Article IV (such cash, the “Merger Fund”). Parent shall cause the Merger Fund to be (i) held for the benefit of the holders of Certificated Units, Uncertificated Units and Book-Entry Units and (ii) applied promptly to making the payments pursuant to Section 4.1(a) [(Effect on Securities)]. The Merger Fund shall not be used for any purpose other than to fund payments pursuant to Section 4.1 [(Effect on Securities)]. Parent shall be responsible for all fees and expenses of the Paying Agent.
(ii) The Merger Fund shall be invested by the Paying Agent in (A) direct obligations of the United States of America, (B) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest or interest, (C) commercial paper obligations receiving the highest rating from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s, a division of McGraw Hill FinancialS&P Global, or a combination thereof, as directed by and for the benefit of the Surviving CorporationCompany, (D) certificates of deposit, bank repurchase agreements, or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available); or (E) money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three months; provided, however, that no gain or loss thereon shall affect the amounts payable to the holders of Common Shares Units following completion of the Merger pursuant to this Article IV or otherwise relieve Parent or the Paying Agent from making the payments required by this Article IV, and Parent shall take all actions necessary to ensure that the Merger Fund includes at all times cash sufficient to satisfy Parent’s obligation under this Article IV. Any and all interest and other income earned on the Merger Fund shall promptly will be paid payable to Parent or the Surviving CorporationCompany, at Parent’s election.
(iii) As promptly as practicable after the Effective Time, but in no event more than three (3) Business Days following the Effective Time, the Surviving Corporation Company shall cause the Paying Agent to mail (and to make available for collection by hand) to each holder of record of Certificated Units immediately prior to the Effective Time (other than holders of Excluded Units and Common Shares Units described in Section 4.1(b)(iii) [(Effect on Securities; Cancellation of Common Units; Common Units Held by Subsidiaries)]) (A) a letter of transmittal (which shall be in customary form form, shall be approved by the Company and Parent and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares Certificated Units shall pass, only upon proper delivery of the Certificates (or transfer affidavits of the Book-Entry Shares loss in lieu thereof as provided in Section 4.2(d) [(Exchange of Common Units for Merger Consideration; Lost, Stolen or Destroyed Certificates)]) to the Paying AgentAgent and shall have such other provisions as Parent and the Surviving Company may reasonably specify) and (B) instructions for use in effecting the surrender of the Certificates (or transfer affidavits of the Book-Entry Shares loss in lieu thereof as provided in Section 4.2(d) [(Exchange of Common Units for Merger Consideration; Lost, Stolen or Destroyed Certificates)]) in exchange for the Merger Consideration.
(iv) Upon physical surrender of a Certificate (Aor affidavit of loss in lieu thereof as provided in Section 4.2(d) surrender to the Paying Agent [(Exchange of Certificates Common Units for cancellationMerger Consideration; Lost, Stolen or Destroyed Certificates)]), together with such letter of transmittal, a duly completed and validly executed letter of transmittal (and any other evidence of transfer or required documents as may be reasonably requested by the Paying Agent), in each case in accordance with the terms of the letter of transmittal and instructions thereto, and such other documents as may be required pursuant to such instructions or (B) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry SharesAgent, each the holder of the Certificated Units represented by such Certificates or Book-Entry Shares Certificate shall be entitled to receive receive, and Parent shall cause the Paying Agent to pay, in exchange therefor, cash in cash, an amount equal to the aggregate Merger Consideration (together with the amount of any distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time) in respect thereof in the form by wire transfer of a check to be mailed immediately available funds within three (3) Business Days of receipt by the Paying Agent of such Certificates Certificate (or Book-Entry Sharesaffidavit of loss in lieu thereof as provided in Section 4.2(d) [(Exchange of Common Units for Merger Consideration; Lost, and the Certificates so surrendered and Book-Entry Shares so transferred shall forthwith be canceledStolen or Destroyed Certificates)]). No interest will be paid or accrued accrue on any amount payable upon due surrender of the Certificates (or due transfer affidavits of the Book-Entry Shares. The Paying Agent shall accept such Certificates and Book-Entry Shares upon compliance with such reasonable terms and conditions loss in lieu thereof as the Paying Agent may impose to effect an orderly exchange thereof provided in accordance with normal exchange practices. The Merger Consideration paid in respect Section 4.2(d) [(Exchange of Common Shares upon their surrender Units for exchange in accordance with the terms of this Article IV shall be deemed to have been paid in full satisfaction of all rights pertaining to such Common SharesMerger Consideration; Lost, Stolen or Destroyed Certificates)]).
(v) No holder of Uncertificated Units or Book-Entry Units shall be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 4.1(a) [(Effect on Securities)]. In lieu thereof, each holder of one (1) or more Uncertificated Units and/or Book-Entry Units shall automatically upon the Effective Time (unless the Paying Agent shall reasonably require delivery of a duly completed and validly executed letter of transmittal or other required documents by any such holder) be entitled to receive, and the Surviving Company shall cause the Paying Agent to pay to each such holder (other than holders of Excluded Units) by wire transfer of immediately available funds, as promptly as practicable after the Effective Time, but in no event more than three (3) Business Days following the Effective Time, an amount in cash equal to the aggregate Merger Consideration (together with the amount of any distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time) that such holder is entitled to receive in respect of his, her or its Common Units pursuant to Section 4.1(a) [(Effect on Securities)]. No interest will be paid or accrue on any amount payable upon due transfer of Uncertificated Units or Book-Entry Units.
(vi) In the event of a transfer of ownership of Common Shares Units that is not registered in the transfer records of the Company, payment of the Merger Consideration in respect of the applicable Common Shares Units may be made to a Person other than the Person in whose name the Certificates Common Units so surrendered is or the Book-Entry Shares so transferred are registered if such Certificates Common Units shall be properly endorsed or otherwise be in proper form for transfer or such Book-Entry Shares shall be properly transferred andtransfer, in each case, and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment of the Merger Consideration in respect thereof or establish to the reasonable satisfaction of the Surviving Corporation Company that such Tax has been paid or is not applicable.
Appears in 1 contract
Paying Agent and Procedures. (i) Prior to the Effective Time, the Company Parent shall select a bank or trust company reasonably acceptable to Parent the Company as paying agent (the “Paying Agent”). At or prior to the Effective Time, Parent shall deposit deposit, or shall cause the Surviving Corporation to deposit, with the Paying Agent, separate and apart from its other funds, as a trust fund for the benefit of holders of record of Certificates and Book-Entry Shares(each a “Holder”), cash in an the amount equal to the aggregate Merger Consideration which such holders Holders are entitled to receive pursuant to this Article IV plus cash to pay for Options and Restricted Shares pursuant to Section 4.3(a) and Section 4.3(c), respectively (such cash, cash being hereinafter referred to as the “Merger Fund”). Parent shall be responsible for all fees and expenses of the Paying Agent.
(ii) The Merger Fund shall be invested by the Paying Agent in (A) direct obligations of the United States of America, (B) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest or (C) commercial paper obligations receiving the highest rating from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s, a division of McGraw Hill Financial, or a combination thereof, as directed by and for the benefit of the Surviving Corporation; provided, however, that no gain or loss thereon shall affect the amounts payable to the holders of Common Shares following completion of the Merger pursuant to this Article IV, and Parent shall take all actions necessary to ensure that the Merger Fund includes at all times cash sufficient to satisfy Parent’s obligation under this Article IV. Any and all interest and other income earned on the Merger Fund shall promptly be paid to the Surviving Corporation.
(iii) As promptly as practicable after the Effective Time, but in no event more than three (3) Business Days following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail (and to make available for collection by hand) to each holder of record of Common Shares Holder (A) a letter of transmittal (in a form reasonably acceptable to the Company), which shall be in customary form approved by the Company and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent) Agent and which shall be in such form and have such other customary provisions as Parent and the Surviving Corporation may reasonably specify and (B) instructions for use in effecting the surrender of the Certificates or transfer of the Book-Entry Shares in exchange for the Merger ConsiderationConsideration to be received by such Holder pursuant to Section 4.1(a).
(iviii) Upon (AEach Holder of a Certificate representing any Common Shares that have been converted into a right to receive the Merger Consideration set forth in Section 4.1(a) shall, upon surrender of such Certificate for cancellation to the Paying Agent of Certificates for cancellationAgent, together with such a properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions or (B) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, each holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, in cash, therefor the aggregate Merger Consideration in respect thereof for each Common Share formerly represented by such Certificate, in the form of a check check, to be mailed within three (3) Business Days of receipt or made available for collection by hand if so elected by the Paying Agent surrendering Holder of such Certificates or Book-Entry Shares, a Certificate) as promptly as practicable after receipt thereof and the Certificates Certificate so surrendered and Book-Entry Shares so transferred shall forthwith be marked canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or due transfer of the Book-Entry SharesCertificates. The Paying Agent shall accept such Certificates and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. The Merger Consideration paid in respect of Common Shares upon their surrender for exchange in accordance with the terms of this Article IV shall be deemed to have been paid in full satisfaction of all rights pertaining to such Common Shares.
(viv) In the event of the surrender of a transfer of ownership of Common Shares Certificate that is not registered in the transfer records of the CompanyCompany under the name of the Person surrendering such Certificate, payment of the Merger Consideration shall be paid to such a transferee if such Certificate is presented to the Paying Agent and such Certificate is duly endorsed or is accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes or any other Taxes required by reason of such payments being made in respect a name other than the name of the applicable Common Shares may Person surrendering such Certificate have been paid. If any Merger Consideration is to be made delivered to a Person whose name is other than that in which the Person Certificate surrendered in whose name the Certificates so surrendered or the Book-Entry Shares so transferred are registered if such Certificates exchange therefor is registered, it shall be properly endorsed or otherwise be in proper form for transfer or a condition of such Book-Entry Shares shall be properly transferred and, in each case, delivery that the Person requesting such payment delivery shall pay any transfer or other Taxes required to be paid by reason of the payment such delivery to a Person whose name is other than that of the Merger Consideration in respect thereof Holder of the Certificate surrendered or shall establish to the reasonable satisfaction of the Surviving Corporation Parent that such Tax has been paid or is not applicable.
Appears in 1 contract
Samples: Merger Agreement (Usi Holdings Corp)
Paying Agent and Procedures. (i) Prior to the Effective Time, the Company AFI shall select a bank or trust company reasonably acceptable to Parent the Company, as paying agent (the “Paying Agent”). At or prior to As of the Effective Time, Parent AFI shall deposit deposit, or shall cause the Surviving Corporation to deposit, with the Paying Agent, separate and apart from its other funds, as a trust fund for the benefit of holders of record of Certificates and Book-Entry (each a “Holder”) (other than any holder of Excluded Shares, Appraisal Shares, or Restricted Shares), cash in an the amount equal to the aggregate Merger Consideration which such holders Holders are entitled to receive pursuant to this Article IV (such cash, cash being hereinafter referred to as the “Merger Fund”). Parent AFI shall, or shall be responsible for all fees cause the Surviving Corporation to, provide the Paying Agent with irrevocable instructions and expenses authority to pay to each respective Holder as evidenced by a list of such Holders certified by an officer of the Paying AgentSurviving Corporation or the Surviving Corporation’s transfer agent, and each Person referred to in Section 4.2(a)(iv) of this Agreement, for each share of Common Stock (other than Excluded Shares, Appraisal Shares and Restricted Shares) the Merger Consideration upon surrender of their Certificate as provided herein.
(ii) The Merger Fund shall be invested by the Paying Agent in (A) direct obligations of the United States of America, (B) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest or (C) commercial paper obligations receiving the highest rating from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s, a division of McGraw Hill Financial, or a combination thereof, as directed by and for the benefit of the Surviving Corporation; provided, however, that no gain or loss thereon shall affect the amounts payable to the holders of Common Shares following completion of the Merger pursuant to this Article IV, and Parent shall take all actions necessary to ensure that the Merger Fund includes at all times cash sufficient to satisfy Parent’s obligation under this Article IV. Any and all interest and other income earned on the Merger Fund shall promptly be paid to the Surviving Corporation.
(iii) As promptly as practicable after the Effective Time, but in no event more than three (3) Business Days following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail (and to make available for collection by hand) to each holder of record of Common Shares Holder (A) a letter of transmittal (transmittal, which shall be in customary form approved by the Company and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent) Agent and which shall be in such form and have such other customary provisions as AFI and the Surviving Corporation may reasonably specify, and (B) instructions for use in effecting the surrender of the Certificates or transfer of the Book-Entry Shares in exchange for the Merger ConsiderationConsideration to be received by such Holder pursuant to Section 4.1(a).
(iviii) Upon (AEach Holder of a Certificate representing any shares of Common Stock that have been converted into a right to receive the Merger Consideration set forth in Section 4.1(a) shall, upon surrender of such Certificate for cancellation to the Paying Agent of Certificates for cancellationAgent, together with such a properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions or (B) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, each holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, in cash, therefor the aggregate Merger Consideration in respect thereof for each share of Common Stock formerly represented by such Certificate, in the form of a check check, to be mailed (or made available for collection by hand if so elected by the surrendering Holder of a Certificate, provided that payment by hand is permissible by the Paying Agent) within three (3) Business Days of receipt by thereof (but in no case prior to the Paying Agent of such Certificates or Book-Entry SharesEffective Time), and the Certificates Certificate so surrendered and Book-Entry Shares so transferred shall forthwith be canceledmarked cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or due transfer of the Book-Entry SharesCertificates. The Paying Agent shall accept such Certificates and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. The Merger Consideration paid in respect of Common Shares upon their surrender for exchange in accordance with the terms of this Article IV shall be deemed to have been paid in full satisfaction of all rights pertaining to such Common Shares.
(viv) In the event of the surrender of a transfer of ownership of Common Shares Certificate that is not registered in the transfer records of the CompanyCompany under the name of the Person surrendering such Certificate, payment of the Merger Consideration in respect of shall be paid to such a transferee if such Certificate is presented to the Paying Agent and such Certificate is duly endorsed or is accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Common Shares may stock transfer Taxes have been paid. If any Merger Consideration is to be made delivered to a Person whose name is other than that in which the Person Certificate surrendered in whose name the Certificates so surrendered or the Book-Entry Shares so transferred are registered if such Certificates exchange therefor is registered, it shall be properly endorsed or otherwise be in proper form for transfer or a condition of such Book-Entry Shares shall be properly transferred and, in each case, delivery that the Person requesting such payment delivery shall pay any transfer or other Taxes required to be paid by reason of the payment such delivery to a Person whose name is other than that of the Merger Consideration in respect thereof Holder of the Certificate surrendered or shall establish to the reasonable satisfaction of the Surviving Corporation AFI that such Tax has been paid or is not applicable.
Appears in 1 contract
Samples: Merger Agreement (Mony Group Inc)
Paying Agent and Procedures. (i) Prior to the Effective Time, the Company shall select a bank or trust company reasonably acceptable to shall be designated by Parent as paying agent (the “"Paying Agent”). At or prior ") to the Effective Time, Parent shall deposit act as agent in connection with the Paying Agent, separate and apart from its other funds, for Merger to receive the benefit of Merger Consideration to which holders of Certificates Company Common Shares and Book-Entry Shares, cash in an amount equal to the aggregate Merger Consideration which such holders are Company Preferred Shares shall become entitled to receive pursuant to this Article IV (such cash, the “Merger Fund”)Section 1.6. Parent shall be responsible for all fees and expenses of the Paying Agent.
(ii) The Merger Fund shall be invested by the Paying Agent in (A) direct obligations of the United States of America, (B) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest or (C) commercial paper obligations receiving the highest rating from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s, a division of McGraw Hill Financial, or a combination thereof, as directed by and for the benefit of the Surviving Corporation; provided, however, that no gain or loss thereon shall affect the amounts payable to the holders of Common Shares following completion of the Merger pursuant to this Article IV, and Parent shall take all actions necessary to ensure that the Merger Fund includes at all times cash sufficient to satisfy Parent’s obligation under this Article IV. Any and all interest and other income earned on the Merger Fund shall promptly be paid to the Surviving Corporation.
(iii) As promptly as practicable Promptly after the Effective Time, but in no event more than three (3) Business Days following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail (and to make available for collection by hand) be mailed to each holder record holder, as of record the Effective Time, of a certificate or certificates (the "Certificates") that, prior to the Effective Time, represented Company Common Shares (A) or Company Preferred Shares, a customary form of letter of transmittal (which shall be in customary form approved by the Company and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent) and (B) instructions for use in effecting the surrender of the Certificates or transfer for payment of the Book-Entry Shares Merger Consideration in exchange for therefor. Upon the Merger Consideration.
(iv) Upon (A) surrender to the Paying Agent of Certificates for cancellationeach such Certificate which represented Company Common Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions or (B) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, each shall deliver to the holder of such Certificates or Book-Entry Shares shall be entitled to receive Certificate in exchange therefortherefor (i) the Cash Merger Consideration multiplied by the number of Company Common Shares formerly represented by such Certificate and (ii) if applicable, in cashand subject to Section 1.7(f), the aggregate Stock Merger Consideration in respect thereof in the form of a check to be mailed within three (3) Business Days of receipt multiplied by the Paying Agent number of Company Common Shares formerly represented by such Certificates or Book-Entry SharesCertificate, and the Certificates so surrendered and Book-Entry Shares so transferred such Certificate shall forthwith be canceled. No interest will be paid or accrued on any amount payable upon due Upon the surrender of the Certificates or due transfer of the Book-Entry each such Certificate which represented Company Preferred Shares. The Paying Agent shall accept such Certificates and Book-Entry Shares upon compliance , together with such reasonable terms letter of transmittal, duly completed and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. The Merger Consideration paid in respect of Common Shares upon their surrender for exchange validly executed in accordance with the terms instructions thereto, the Paying Agent shall deliver to the holder of this Article IV such Certificate in exchange therefor (i) the Cash Merger Consideration multiplied by the number of Company Preferred Shares formerly represented by such Certificate and further multiplied by the Conversion Ratio and (ii) if applicable, and subject to Section 1.7(f), the Stock Merger Consideration multiplied by the number of Company Preferred Shares formerly represented by such Certificate and further multiplied by the Conversion Ratio. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Company Common Shares canceled pursuant to Section 1.6(c)) shall represent solely the right to receive the Merger Consideration. No interest shall be deemed to have been paid in full satisfaction of all rights pertaining to such Common Shares.
(v) In or accrue on the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, payment of Merger Consideration. If the Merger Consideration in respect of the applicable Common Shares may (or any portion thereof) is to be made delivered to a Person any person other than the Person person in whose name the Certificates Certificate surrendered in exchange therefor is registered, it shall be a condition to such exchange that the Certificate so surrendered or the Book-Entry Shares so transferred are registered if such Certificates shall be properly endorsed or otherwise be in proper form for transfer or such Book-Entry Shares shall be properly transferred and, in each case, and that the Person person requesting such payment exchange shall pay to the Paying Agent any transfer or other Taxes taxes required by reason of the payment of the Merger Consideration in respect thereof to a person other than the registered holder of the Certificate surrendered, or shall establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such Tax tax has been paid or is not applicable.. (b)
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Paying Agent and Procedures. (i) Prior to the Effective Time, the Company Parent shall select a bank or trust company reasonably acceptable to Parent the Company, as paying agent (the “Paying Agent”). At or prior to As of the Effective Time, Parent shall deposit deposit, or shall cause the Surviving Corporation to deposit, with the Paying Agent, separate and apart from its other funds, as a trust fund for the benefit of holders of Certificates record of Company Shares (other than any holder of Appraisal Shares) and Book-Entry Sharesthose to receive payments in connection with Awards in accordance with the terms set forth above (each holder of Company Shares and each holder of an Award is referred to herein as a “Holder”), cash in an the amount equal to the aggregate Merger Consideration and the Aggregate Award Payment Amount which such holders Holders are entitled to receive pursuant to this Article IV III (such cash, cash being hereinafter referred to as the “Merger Fund”). Parent shall be responsible for all fees and expenses In the case of the Holders of Company Shares, Parent shall, or shall cause the Surviving Corporation to, provide the Paying AgentAgent with irrevocable instructions and authority to pay to each respective Holder of Company Shares as evidenced by a list of such Holders certified by an officer of the Company, the per share Merger Consideration for each Company Share (other than Appraisal Shares) upon receipt by the Paying Agent of a duly executed letter of transfer (as described below). In the case of the Holders of Awards, Parent shall, or shall cause the Surviving Corporation to, provide the Paying Agent with irrevocable instructions and authority to pay the Holder of each such Award as evidenced by a list of Holders certified by an officer of the Company, the amount to which each such Holder is entitled under Section 3.02(d) above, as soon as practicable following the Effective Time. The list provided for in the previous sentence will contain information regarding where payment for each Award is to be directed. Payment for each Award will be made in the form of a check mailed to the address indicated in the list to be provided by the Company and referred to above.
(ii) The Merger Fund On the Closing Date the Company shall be invested by deposit with the Paying Agent in (A) direct obligations Certificates representing all of the United States of America, outstanding Company Shares (B) obligations for which the full faith and credit of the United States of America each such certificate is pledged referred to provide for payment of all principal and interest or (C) commercial paper obligations receiving the highest rating from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s, herein as a division of McGraw Hill Financial, or a combination thereof, as directed by and for the benefit of the Surviving Corporation; provided, however, that no gain or loss thereon shall affect the amounts payable to the holders of Common Shares following completion of the Merger pursuant to this Article IV, and Parent shall take all actions necessary to ensure that the Merger Fund includes at all times cash sufficient to satisfy Parent’s obligation under this Article IV“Certificate”). Any and all interest and other income earned on the Merger Fund shall promptly be paid to the Surviving Corporation.
(iii) As promptly as practicable after the Effective Time, but in no event more than three (3) Business Days following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail or otherwise deliver (and to make available for collection by hand) to each holder Holder of record of Common Company Shares (A) a letter of transmittal (transfer, which shall be in customary form approved by the Company and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or letter of transfer of the Book-Entry Shares to the Paying Agent) Agent and which shall be in such form and have such other customary provisions as Parent and the Surviving Corporation may reasonably specify, and (B) instructions for effecting the surrender of the Certificates or transfer of the Book-Entry Shares use in exchange for completing any additional documentation necessary to receive the Merger ConsiderationConsideration to be received by such Holder pursuant to Section 3.02(a). At any time prior to the Effective Date the Company may, at its option, deliver letters of transfer in the form approved by the Paying Agent and Parent to each Holder, and to the extent the Paying Agent receives duly executed letters of transfer from a Holder, the Paying Agent shall not send another letter of transfer to such Holder.
(iviii) Upon (AEach Holder of Company Shares that have been converted into a right to receive the Merger Consideration set forth in Section 3.02(a) surrender shall, upon delivery of a properly completed letter of transfer to the Paying Agent of Certificates for cancellation, together with such letter of transmittalAgent, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions or (B) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, each holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange thereforfor their Company Shares the per share Merger Consideration, in cashincluding any amounts payable to Holders pursuant to Section 3.05(b)(ii), the aggregate Merger Consideration in respect thereof for each Company Share transferred by such letter, in the form of a check check, to be mailed (or made available for collection by hand if so elected by the transferring Holder, provided that payment by hand is permissible by the Paying Agent) within three (3) Business Days of receipt by thereof (but in no case prior to the Paying Agent of such Certificates or Book-Entry SharesEffective Time), and the Certificates so surrendered and Book-Entry Shares Certificate so transferred shall forthwith be canceledmarked cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or due transfer of the Book-Entry SharesCertificates. The Paying Agent shall accept transfer of such Certificates and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. The Merger Consideration paid in respect of Common Shares upon their surrender for exchange in accordance with the terms of this Article IV shall be deemed to have been paid in full satisfaction of all rights pertaining to such Common Shares.
(viv) In the event of a the transfer of ownership of Common Shares a Certificate that is not registered in the transfer records of the Company, payment Company under the name of the Person transferring such Certificate, the per share Merger Consideration in respect of shall be paid to such transferee if such Certificate is presented to the Paying Agent and was duly endorsed or the applicable Common Shares may letter of transfer is accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any per share Merger Consideration is to be made delivered to a Person whose name is other than that in which the Person Certificate transferred in whose name the Certificates so surrendered or the Book-Entry Shares so transferred are registered if such Certificates exchange therefor is registered, it shall be properly endorsed or otherwise be in proper form for transfer or a condition of such Book-Entry Shares shall be properly transferred and, in each case, delivery that the Person requesting such payment delivery shall pay any transfer or other Taxes required to be paid by reason of the payment such delivery to a Person whose name is other than that of the Merger Consideration in respect thereof Holder of the Certificate transferred or shall establish to the reasonable satisfaction of the Surviving Corporation Parent that such Tax has been paid or is not applicable.
(v) If payment is made to a Holder prior to the calculation of the Final Net Working Capital, and such calculation results in an amount in excess of the upper end of the Target Net Working Capital Range, then the Paying Agent shall remit to such Holder an amount equal to that Holder’s pro rata interest in such excess amount taking into account the payment to be made pursuant to Section 3.03(a)(vi) below. Such remittance shall be made as soon as practicable in the form of a check remitted to the applicable Holder. No interest will be payable in connection with any payments made to Holders pursuant to the preceding sentence.
(vi) If the calculation of the Final Net Working Capital results in an amount in excess of the top end of the Target Net Working Capital Range, then the Paying Agent shall remit to MeadWestvaco an amount equal to MeadWestvaco’s pro rata interest in such excess amount, taking into account payments to be made pursuant to Section 3.03(a)(v) above. Such remittance shall be made as soon as practicable in the form of a check remitted to MeadWestvaco. No Interest will be payable in connection with any amount to be paid to Meadwestvaco pursuant to the proceeding sentence.
Appears in 1 contract
Samples: Merger Agreement (Neenah Paper Inc)
Paying Agent and Procedures. (i) Prior to the Effective Time, the Company shall select a bank or trust company reasonably acceptable to Parent as paying agent shall be designated by the Acquiror and the Company (the “"Paying Agent”). At or prior ") to the Effective Time, Parent shall deposit act as agent in connection with the Paying Agent, separate and apart from its other funds, for Merger to receive the benefit of Merger Consideration to which holders of Certificates and Book-Entry Shares, cash in an amount equal to the aggregate Merger Consideration which such holders are Company Common Shares shall become entitled to receive pursuant to this Article IV (such cash, the “Merger Fund”)Section 1.6 hereof. Parent shall be responsible for all fees and expenses of the Paying Agent.
(ii) The Merger Fund shall be invested by the Paying Agent in (A) direct obligations of the United States of America, (B) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest or (C) commercial paper obligations receiving the highest rating from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s, a division of McGraw Hill Financial, or a combination thereof, as directed by and for the benefit of the Surviving Corporation; provided, however, that no gain or loss thereon shall affect the amounts payable to the holders of Common Shares following completion of the Merger pursuant to this Article IV, and Parent shall take all actions necessary to ensure that the Merger Fund includes at all times cash sufficient to satisfy Parent’s obligation under this Article IV. Any and all interest and other income earned on the Merger Fund shall promptly be paid to the Surviving Corporation.
(iii) As promptly as practicable Promptly after the Effective Time, but in no event more than three (3) Business Days following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail (and to make available for collection by hand) be mailed to each record holder (each a "Holder" and collectively, the "Holders"), as of record the Effective Time, of a certificate or certificates that, prior to the Effective Time, represented Company Common Shares (A) the "Certificates"), a customary form of letter of transmittal (which shall be in customary form approved by the Company and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent) and (B) instructions for use in effecting the surrender of the Certificates or transfer for payment of the Book-Entry Shares Merger Consideration in exchange for therefor. Upon the Merger Consideration.
(iv) Upon (A) surrender to the Paying Agent of Certificates for cancellationeach such Certificate which represented Company Common Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions or (B) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, each holder shall deliver to the Holder of such Certificates or Book-Entry Shares shall be entitled to receive Certificate in exchange therefor, in cash, therefor the aggregate Merger Consideration in respect thereof in Holder's pro rata share of the form Initial Payment (defined herein) exclusive of a check the Escrow Cash (defined herein) to be mailed within three (3) Business Days of receipt held by the Paying Escrow Agent of such Certificates or Book-Entry Shares(defined herein) to be released, and the Certificates if at all, as set forth in Section 1.7(b)(ii). Until so surrendered and Book-Entry exchanged, each such Certificate (other than Certificates representing Company Common Shares so transferred canceled pursuant to Section 1.6(b)) shall forthwith be canceledrepresent solely the right to receive the Merger Consideration. No interest will shall be paid or accrued accrue on any amount payable upon due surrender the Initial Payment for the benefit of the Certificates or due transfer of the Book-Entry SharesHolders. The Paying Agent shall accept such Certificates and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. The Merger Consideration paid in respect of Common Shares upon their surrender for exchange in accordance with the terms of this Article IV shall be deemed to have been paid in full satisfaction of all rights pertaining to such Common Shares.
(v) In the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, payment of If the Merger Consideration in respect of the applicable Common Shares may (or any portion thereof) is to be made delivered to a Person any person other than the Person person in whose name the Certificates Certificate surrendered in exchange therefor is registered, it shall be a condition to such exchange that the Certificate so surrendered or the Book-Entry Shares so transferred are registered if such Certificates shall be properly endorsed or otherwise be in proper form for transfer or such Book-Entry Shares shall be properly transferred and, in each case, and that the Person person requesting such payment exchange shall pay to the Paying Agent any transfer or other Taxes taxes required by reason of the payment of the Merger Consideration in respect thereof to a person other than the registered holder of the Certificate surrendered, or shall establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such Tax tax has been paid or is not applicable.
Appears in 1 contract
Paying Agent and Procedures. (i) Prior to the Effective Time, the Company Parent shall select a bank or trust company reasonably acceptable to Parent the Company, as paying agent (the “"Paying Agent”"). At or prior to the Effective Time, Parent shall deposit deposit, or at the Effective Time, Parent shall cause the Surviving Corporation to deposit, with the Paying Agent, separate and apart from its other funds, for the benefit of holders of Certificates and Book-Entry Shares, cash in an amount equal to the aggregate Merger Consideration which such the holders of record of Certificates (each a "Holder") are entitled to receive pursuant to this Article IV plus cash to pay for Options and Restricted Shares pursuant to Section 4.3(a) and Section 4.3(b), respectively (such cash, deposited cash being hereinafter referred to as the “"Merger Fund”"). Parent shall be responsible for all fees and expenses of the Paying Agent.
(ii) The Merger Fund shall be invested by the Paying Agent in (A) direct obligations of the United States of America, (B) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest or (C) commercial paper obligations receiving the highest rating from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s, a division of McGraw Hill Financial, or a combination thereof, as directed by and for the benefit of the Surviving Corporation; provided, however, that no gain or loss thereon shall affect the amounts payable to the holders of Common Shares following completion of the Merger pursuant to this Article IV, and Parent shall take all actions necessary to ensure that the Merger Fund includes at all times cash sufficient to satisfy Parent’s obligation under this Article IV. Any and all interest and other income earned on the Merger Fund shall promptly be paid to the Surviving Corporation.
(iii) As promptly as practicable after the Effective Time, but in no event more than three five (35) Business Days following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail (and to make available for collection by hand) to each holder Holder (other than a Holder of record of Common Shares Certificates representing Excluded Shares, but including Certificates representing Restricted Shares) (A) a letter of transmittal (which shall be in customary form approved by the Company and which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent) and which shall be in such form and have such other customary provisions as Parent and the Surviving Corporation may reasonably specify and (B) instructions for use in effecting the surrender of the Certificates or transfer of the Book-Entry Shares in exchange for the Merger ConsiderationConsideration to be received by such Holder pursuant to Section 4.1(a) or Section 4.3(b), as applicable.
(iviii) Upon (AEach Holder of a Certificate representing any Common Shares that have been converted into a right to receive the Merger Consideration pursuant to Section 4.1(a) or Section 4.3(b) shall, upon surrender of such Certificate for cancellation to the Paying Agent of Certificates for cancellationAgent, together with such a properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, thereto and such other documents as may be required pursuant to such instructions or (B) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Sharesinstructions, each holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefortherefor the Merger Consideration, in cashwithout interest, the aggregate Merger Consideration in respect thereof for each Common Share formerly represented by such Certificate, in the form of a check check, to be promptly mailed within three (3) Business Days of receipt or made available for collection by hand if so elected by the Paying Agent surrendering Holder of such Certificates or Book-Entry Shares, a Certificate) and the Certificates Certificate so surrendered and Book-Entry Shares so transferred shall forthwith be marked canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or due transfer of the Book-Entry SharesCertificates. The Paying Agent shall accept such Certificates and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices.
(iv) In the event of the surrender of a Certificate that is not registered in the transfer records of the Company under the name of the Person surrendering such Certificate, the Merger Consideration shall be paid to such a transferee if such Certificate is presented to the Paying Agent and such Certificate is duly endorsed or is accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any Merger Consideration is to be delivered to a Person whose name is other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such delivery that the Person requesting such delivery shall pay any transfer or other Taxes required to be paid by reason of such delivery to a Person whose name is other than that of the Holder of the Certificate surrendered or shall establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable.
(v) The Merger Consideration paid in respect of Common Shares upon their surrender for exchange in accordance with the terms of this Article IV in respect of Certificates that have been surrendered in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to such Common Shares.
(v) In the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration in respect of the applicable Common Shares may be made to a Person other than the Person in whose name the Certificates so surrendered or the Book-Entry Shares so transferred are registered if such Certificates shall be properly endorsed or otherwise be in proper form for transfer or such Book-Entry Shares shall be properly transferred and, in each case, the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment of the Merger Consideration in respect thereof or establish to the reasonable satisfaction of the Surviving Corporation that such Tax has been paid or is not applicablerepresented thereby.
Appears in 1 contract
Paying Agent and Procedures. (i) Prior to the Effective Time, the Company shall select a bank or trust company reasonably acceptable to Parent as paying agent (the “Paying Agent”). At or prior to the Effective Time, Parent shall deposit with the Paying Agent, separate and apart from its other funds, for the benefit of holders of Certificates and Book-Entry Shares, cash in an amount equal to the aggregate Merger Consideration which such holders are entitled to receive pursuant to this Article IV (such cash, cash being hereinafter referred to as the “Merger Fund”). Parent shall be responsible for all fees and expenses of the Paying Agent.
(ii) The Merger Fund shall be invested by the Paying Agent in (Ai) direct obligations of the United States of America, (Bii) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest or (Ciii) commercial paper obligations receiving the highest rating from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s, a division of The McGraw Hill FinancialCompanies, or a combination thereof, as directed by and for the benefit of the Surviving Corporation; provided, however, that no gain or loss thereon shall affect the amounts payable to the holders of Common Shares following completion of the Merger pursuant to this Article IV, and Parent shall take all actions necessary to ensure that the Merger Fund includes at all times cash sufficient to satisfy Parent’s obligation under this Article IV. Any and all interest and other income earned on the Merger Fund shall promptly be paid to the Surviving Corporation.
(iii) As promptly as practicable after the Effective Time, but in no event more than three (3) Business Days following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail (and to make available for collection by hand) to each holder of record of Common Shares (A) a letter of transmittal (which shall be in customary form approved by the Company and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent) and (B) instructions for effecting the surrender of the Certificates or transfer of the Book-Entry Shares in exchange for the Merger Consideration.
(iv) Upon (A) surrender to the Paying Agent of Certificates for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions or (B) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, each holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, in cash, the aggregate Merger Consideration in respect thereof in the form of a check to be mailed within three (3) Business Days of receipt by the Paying Agent of such Certificates or Book-Entry Shares, and the Certificates so surrendered and Book-Entry Shares so transferred shall forthwith be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or due transfer of the Book-Entry Shares. The Paying Agent shall accept such Certificates and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. The Merger Consideration paid in respect of Common Shares upon their surrender for exchange in accordance with the terms of this Article IV shall be deemed to have been paid in full satisfaction of all rights pertaining to such Common Shares.
(v) In the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration in respect of the applicable Common Shares may be made to a Person other than the Person in whose name the Certificates so surrendered or the Book-Entry Shares so transferred are registered if such Certificates shall be properly endorsed or otherwise be in proper form for transfer or such Book-Entry Shares shall be properly transferred and, in each case, the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment of the Merger Consideration in respect thereof or establish to the reasonable satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable.
Appears in 1 contract
Paying Agent and Procedures. (i) Prior to the Effective Time, the Company shall select a bank or trust company reasonably acceptable to shall be designated by Parent as paying agent (the “"Paying Agent”). At or prior ") to the Effective Time, Parent shall deposit act as agent in connection with the Paying Agent, separate and apart from its other funds, for Merger to receive the benefit of Merger Consideration to which holders of Certificates and Book-Entry Shares, cash in an amount equal to the aggregate Merger Consideration which such holders are Company Common Shares shall become entitled to receive pursuant to this Article IV (such cash, the “Merger Fund”)Section 1.6. Parent shall be responsible for all fees and expenses of the Paying Agent.
(ii) The Merger Fund shall be invested by the Paying Agent in (A) direct obligations of the United States of America, (B) obligations for which the full faith and credit of the United States of America is pledged to provide for payment of all principal and interest or (C) commercial paper obligations receiving the highest rating from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s, a division of McGraw Hill Financial, or a combination thereof, as directed by and for the benefit of the Surviving Corporation; provided, however, that no gain or loss thereon shall affect the amounts payable to the holders of Common Shares following completion of the Merger pursuant to this Article IV, and Parent shall take all actions necessary to ensure that the Merger Fund includes at all times cash sufficient to satisfy Parent’s obligation under this Article IV. Any and all interest and other income earned on the Merger Fund shall promptly be paid to the Surviving Corporation.
(iii) As promptly as practicable Promptly after the Effective Time, but in no event more than three (3) Business Days following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail (and to make available for collection by hand) be mailed to each holder record holder, as of record the Effective Time, of a certificate or certificates (the "Certificates") that, prior to the Effective Time, represented Company Common Shares (A) Shares, a customary form of letter of transmittal (which shall be in customary form approved by the Company and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent) and (B) instructions for use in effecting the surrender of the Certificates or transfer for payment of the Book-Entry Shares Merger Consideration in exchange for therefor. Upon the Merger Consideration.
(iv) Upon (A) surrender to the Paying Agent of Certificates for cancellationeach such Certificate which represented Company Common Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions or (B) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, each shall deliver to the holder of such Certificates or Book-Entry Shares shall be entitled to receive Certificate in exchange therefortherefor (i) the Cash Merger Consideration multiplied by the number of Company Common Shares formerly represented by such Certificate and (ii) if applicable, in cashand subject to Section 1.7(f), the aggregate Stock Merger Consideration in respect thereof in the form of a check to be mailed within three (3) Business Days of receipt multiplied by the Paying Agent number of Company Common Shares formerly represented by such Certificates or Book-Entry SharesCertificate, and the Certificates so surrendered and Book-Entry Shares so transferred such Certificate shall forthwith be canceled. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Company Common Shares canceled pursuant to Section 1.6(c)) shall represent solely the right to receive the Merger Consideration. No interest will shall be paid or accrued accrue on any amount payable upon due surrender of the Certificates or due transfer of the Book-Entry SharesMerger Consideration. The Paying Agent shall accept such Certificates and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. The Merger Consideration paid in respect of Common Shares upon their surrender for exchange in accordance with the terms of this Article IV shall be deemed to have been paid in full satisfaction of all rights pertaining to such Common Shares.
(v) In the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, payment of If the Merger Consideration in respect of the applicable Common Shares may (or any portion thereof) is to be made delivered to a Person any person other than the Person person in whose name the Certificates so Certificate surrendered or the Book-Entry Shares so transferred are registered if such Certificates in exchange therefor is registered, it shall be properly endorsed or otherwise be in proper form for transfer or such Book-Entry Shares shall be properly transferred and, in each case, the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment of the Merger Consideration in respect thereof or establish to the reasonable satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable.a condition
Appears in 1 contract
Samples: Agreement and Plan of Merger (Los Buenos Leasing Co Inc)
