Payment for Common Shares. (a) From and after the Effective Time, a bank or trust company designated by Purchaser and reasonably acceptable to the Company shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in respect of certificates (the "Share Certificates") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Price pursuant to Section 1.07. At the Effective Time, the Company shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 1.07. (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Share Certificates that, immediately prior to the Effective Time, represented Common Shares (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser or any wholly-owned subsidiary of Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with Section 1.07) (i) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates shall pass, only upon proper delivery of the Share Certificates to the Paying Agent and which shall be in such form and have such other provisions as Purchaser and the Company may reasonably specify and (ii) instructions for use in surrendering such Share Certificates and receiving the aggregate Merger Price in respect thereof. Upon surrender of each such Share Certificate together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, the Paying Agent shall pay the holder of such Share Certificate the Merger Price multiplied by the number of Common Shares formerly represented by such Share Certificate in consideration therefor, and such Share Certificate shall forthwith be cancelled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser, any wholly-owned subsidiary of Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with the Section 1.07) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends shall be paid or accrued on the Merger Price. If the Merger Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Share Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price, that the Share Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise be in proper form for transfer and that the person surrendering such Share Certificates shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price, to a person other than the registered holder of the Share Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. (c) Promptly following the date that is six months after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Share Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Share Certificate formerly representing a Common Share shall thereafter look only to the Surviving Corporation (as a general creditor thereof) for payment of its claim for the Merger Price (without any interest or dividends thereon).
Appears in 1 contract
Samples: Merger Agreement (Lexent Inc)
Payment for Common Shares. (a) From and after the Effective Time, a the Bank of New York, or such other bank or trust company designated by Purchaser and reasonably as shall be mutually acceptable to Parent and the Company Company, shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price Consideration in respect of certificates (the "Share Certificates") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Price Consideration pursuant to Section 1.072.05. At the Effective Time, Parent or the Company Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Price Consideration to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 1.072.05.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Share Certificates that, that immediately prior to the Effective Time, Time represented Common Shares (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser Partner, the purchaser, or any wholly-owned subsidiary of Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with Section 1.07) (iCompany) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates shall pass, only upon proper delivery of the Share Certificates to the Paying Agent and which shall be in such form and have such other provisions as Purchaser and the Company may reasonably specify and (ii) instructions for use in surrendering such Share Certificates certificates and receiving the aggregate Merger Price Consideration in respect thereof. Upon the surrender of each such Share Certificate together with such letter of transmittal duly completed and validly executed in accordance with the instructions theretoCertificate, the Paying Agent shall shall, in consideration for the shares represented by such Certificates, pay the he holder of such Share Certificate the Merger Price consideration multiplied by the number of Common Shares formerly represented by such Share Certificate Certificate, in consideration therefor, and such Share Certificate shall forthwith be cancelledcanceled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Parent, the Purchaser, any wholly-owned subsidiary of Purchaser, in or the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with the Section 1.07Company) shall represent solely the right to receive the aggregate Merger Price Consideration relating thereto. No interest or dividends shall be paid or accrued on the Merger PriceConsideration. If the Merger Price Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Share Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price, Consideration that the Share Certificate so surrendered shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form from for transfer and that the person surrendering such Share Certificates Common Shares shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price, Consideration to a person other than the registered holder of the Share Certificate surrendered, or shall establish to the satisfaction of the he Paying Agent that such tax has been paid or is not applicable. Promptly after he Effective Time, the Paying Agent shall mail to each record holder of Certificates that immediately prior to the Effective Time represented Dissenting Shares a notice of appraisal rights.
(c) Promptly following the date that which is six months 180 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Share Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder holders of a Share Certificate formerly representing a Common Share Shares who have not theretofore complied with this Section 3.02 shall thereafter look only to the Surviving Corporation (as a general creditor thereof) for payment of its claim for the Merger Price Consideration in respect thereof (subject to applicable abandoned property, escheat and similar laws), in each case, without any interest or dividends thereon.
(d) None of Parent, the Purchaser, the Surviving Corporation or the Paying Agent shall be liable to any person in respect of any Common Shares (or dividends or distributions with respect thereto) or cash deposited by Parent or the Purchaser with the Paying Agent that is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any cash would otherwise escheat to or become the property of any Governmental Entity), any such cash in respect of such Certificate shall, to the extent permitted by applicable law become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.
(e) Parent, the Purchaser and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable or issuable pursuant to this Agreement to any holder of Common Shares such amounts as Parent, the Purchaser or the Paying Agent are required to deduct and withhold with respect to such payment or issuance under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holders of Common Shares in respect of which such deduction and withholding was made.
(f) All cash issued upon surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Common Shares formerly represented thereby. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Consideration relating thereto, as provided in this Article III, subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Samples: Merger Agreement (Princess Beverly Coal Holding Co Inc)
Payment for Common Shares. (a) From and after the Effective Time, a such bank or trust company designated by Purchaser and reasonably as shall be mutually acceptable to Parent and the Company shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in respect of certificates (the "Share Certificates") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Price pursuant to Section 1.072.7. At the Effective Time, Parent or the Company Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 1.072.7.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Share Certificates that, immediately prior to the Effective Time, represented Common Shares (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser or any wholly-owned subsidiary of Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with Section 1.07) (i) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates shall pass, only upon proper delivery of the Share Certificates to the Paying Agent and which shall be in such form and have such other provisions as Purchaser and the Company may reasonably specify and (ii) instructions for use in surrendering such Share Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Share Certificate together with such letter of transmittal duly completed and validly executed in accordance with the instructions theretoCertificate, the Paying Agent shall pay the holder of such Share Certificate the Merger Price multiplied by the number of Common Shares formerly represented by such Share Certificate Certificate, in consideration therefor, and such Share Certificate shall forthwith be cancelled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Parent or the Purchaser, any wholly-wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly-wholly owned subsidiary of the Company that are to be cancelled in accordance with the Section 1.07or Dissenting Shares) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends shall be paid or accrued on the Merger Price. If the Merger Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Share Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price, Price that the Share Certificate so surrendered shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer and that the person surrendering such Share Certificates Shares shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price, Price to a person other than the registered holder of the Share Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has taxes have been paid or is are not applicable.
(c) Promptly following the date that which is six months 180 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Share Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Share Certificate formerly representing a Common Share shall thereafter look only may surrender such Certificate to the Surviving Corporation and (as a general creditor thereofsubject to applicable abandoned property, escheat and similar laws) for payment of its claim for receive in consideration therefor the aggregate Merger Price (relating thereto, without any interest or dividends thereon. Notwithstanding the foregoing, none of Parent, the Purchaser, the Company or the Paying Agent shall be liable to any person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered immediately prior to such date on which any payment pursuant to this Article III would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defined), the cash payment in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interests of any person previously entitled thereto.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and cancelled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 1 contract
Payment for Common Shares. (a) From and after the Effective Time, a LaSalle National Bank, or such other bank or trust company designated by Purchaser and reasonably as shall be mutually acceptable to Parent and the Company Company, shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price Consideration in respect of certificates (the "Share Certificates") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Price Consideration pursuant to Section 1.072.05. At the Effective Time, Parent or the Company Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Price Consideration to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 1.072.05.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Share Certificates that, that immediately prior to the Effective Time, Time represented Common Shares (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser Group or any wholly-owned subsidiary of Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with Section 1.07) (itheir respective Subsidiaries) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates shall pass, only upon proper delivery of the Share Certificates to the Paying Agent and which shall be in such form and have such other provisions as Purchaser and the Company may reasonably specify and (ii) instructions for use in surrendering such Share Certificates certificates and receiving the aggregate Merger Price Consideration in respect thereof. Upon the surrender of each such Share Certificate together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, the Paying Agent shall pay the holder of such Share Certificate the Merger Price Consideration multiplied by the number of Common Shares formerly represented by such Share Certificate Certificate, in consideration therefor, and such Share Certificate shall forthwith be cancelledcanceled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by PurchaserPurchaser Group, any wholly-owned subsidiary of Purchaser, in the treasury of or the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with the Section 1.07their respective Subsidiaries) shall represent solely the right to receive the aggregate Merger Price Consideration relating thereto. No interest or dividends shall be paid or accrued on the Merger PriceConsideration. If the Merger Price Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Share Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price, Consideration that the Share Certificate so surrendered shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer and that the person surrendering such Share Certificates Common Shares shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price, Consideration to a person other than the registered holder of the Share Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.
(c) Promptly following the date that which is six months 180 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Share Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder holders of a Share Certificate formerly representing a Common Share Shares who have not theretofore complied with this Section 3.02 shall thereafter look only to the Surviving Corporation (as a general creditor thereof) for payment of its claim for the Merger Price Consideration in respect thereof (subject to applicable abandoned property, escheat and similar laws), in each case, without any interest or dividends thereon.
(d) To the extent permitted by applicable law, (i) none of Purchaser Group, the Surviving Corporation or the Paying Agent shall be liable to any person in respect of any Common Shares (or dividends or distributions with respect thereto) or cash deposited by Parent or the Purchaser with the Paying Agent that is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law, and (ii) if any Certificates shall not have been surrendered prior to seven (7) years after the Effective Time (or immediately prior to such earlier date on which any cash would otherwise escheat to or become the property of any Governmental Entity), any such cash in respect of such Certificate shall, to the extent permitted by applicable law become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.
(e) Purchaser Group, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable or issuable pursuant to this Agreement to any holder of Common Shares, Options or Warrants such amounts as Purchaser Group, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to such payment or issuance under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holders of Common Shares in respect of which such deduction and withholding was made.
(f) All cash issued upon surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Common Shares formerly represented thereby. After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Consideration relating thereto, as provided in this Article III, subject to applicable law in the case of Dissenting Shares.
(g) If any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person a bond in such amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect thereto.
Appears in 1 contract
Payment for Common Shares. (a) From and after the Effective Time, a The Bank of New York or such other bank or trust company designated by Purchaser and reasonably as shall be mutually acceptable to Parent and the Company shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in respect of certificates (the "Share Certificates") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Price pursuant to Section 1.072.07. At the Effective Time, Parent or the Company Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 1.072.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Share Certificates that, immediately prior to the Effective Time, represented Common Shares (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser or any wholly-owned subsidiary of Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with Section 1.07) (i) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates shall pass, only upon proper delivery of the Share Certificates to the Paying Agent and which shall be in such form and have such other provisions as Purchaser and the Company may reasonably specify and (ii) instructions for use in surrendering such Share Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Share Certificate together with such letter of transmittal duly completed and validly executed in accordance with the instructions theretoCertificate, the Paying Agent shall pay the holder of such Share Certificate the Merger Price multiplied by the number of Common Shares formerly represented by such Share Certificate Certificate, in consideration therefor, and such Share Certificate shall forthwith be cancelled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Parent or the Purchaser, any wholly-wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly-wholly owned subsidiary of the Company that are to be cancelled in accordance with the Section 1.07or Dissenting Shares) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends shall be paid or accrued on the Merger Price. If the Merger Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Share Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price, Price that the Share Certificate so surrendered shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer and that the person surrendering such Share Certificates Common Shares shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price, Price to a person other than the registered holder of the Share Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has taxes have been paid or is are not applicable. In the event any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall be required to pay the full Merger Price in respect of any Common Shares represented by such Certificate; however, Parent may require the owner of such lost, stolen or destroyed Certificate to execute and deliver to the Paying Agent a form of affidavit claiming such Certificate to be lost, stolen or destroyed in form and substance reasonably satisfactory to Parent and the posting by such owner of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against Parent or the Paying Agent.
(c) Promptly following the date that which is six months 180 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Share Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Share Certificate formerly representing a Common Share shall thereafter look only may surrender such Certificate to the Surviving Corporation and (as a general creditor thereofsubject to applicable abandoned property, escheat and similar laws) for payment of its claim for receive in consideration therefor the aggregate Merger Price (relating thereto, without any interest or dividends thereon). Notwithstanding the foregoing, none of Parent, the Purchaser, the Company or the Paying Agent shall be liable to any person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered immediately prior to such date on which any payment pursuant to this Article III would otherwise escheat to or become the property of any Governmental Entity, the cash payment in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interests of any person previously entitled thereto.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and cancelled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 1 contract
Payment for Common Shares. (a) From and after Prior to the Effective Time, Merger Sub will appoint a bank or trust company designated by Purchaser and reasonably acceptable to the Company shall act as paying agent for the holders of Common Shares (the "Paying Agent") in effecting the payment of to receive and disburse the Merger Price in respect Consideration to which holders of certificates (the "Share Certificates") that, prior to the Effective Time, represented Common Shares become entitled to payment of the Merger Price pursuant to Section 1.07SECTION 2.1(C). At the Effective Time, the Company shall deposit, Merger Sub or cause to be deposited, in trust with Parent will provide the Paying Agent with sufficient cash to allow the aggregate Merger Price Consideration to which holders of be paid by the Paying Agent for each Common Shares shall be Share then entitled at to receive the Effective Time pursuant to Section 1.07Merger Consideration (the "Payment Fund").
(b) Promptly after the Effective Time, Merger Sub or Parent will cause the Paying Agent shall to mail to each record holder of Share Certificates that, a certificate or certificates that immediately prior to the Effective Time, Time represented Common Shares (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser or any wholly-owned subsidiary of Purchaserthe "Certificates"), in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with Section 1.07) (i) a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Share Certificates shall will pass, only upon proper delivery of the Share Certificates to the Paying Agent Agent) and which shall be in such form and have such other provisions as Purchaser and the Company may reasonably specify and (ii) instructions for use in surrendering such Share effecting the surrender of the Certificates and receiving the aggregate Merger Price in respect thereof. for payment.
(i) Upon surrender to the Paying Agent of each such Share Certificate a Certificate, together with such letter of transmittal duly executed and completed and validly executed in accordance with the its instructions theretoand such other documents as may be reasonably requested, the Paying Agent shall pay the holder of such Share Certificate will be entitled to receive in exchange for such Certificate, less any required withholding of taxes, the Merger Price multiplied by the number of Common Shares formerly represented by such Share Certificate in consideration therefor, Consideration and such Share Certificate shall will forthwith be cancelled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser, any wholly-owned subsidiary of Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with the Section 1.07) shall represent solely the right to receive the aggregate Merger Price relating theretocanceled. No interest or dividends shall will be paid or accrued on the Merger Price. Consideration upon the surrender of the Certificates.
(ii) If the Merger Price (payment or any portion thereof) delivery is to be delivered made to any a person other than the person in whose name the Share Certificate formerly representing Common Shares surrendered therefor is registered, it shall will be a condition to such right to receive such Merger Price, of payment or delivery that the Share Certificate so surrendered shall be properly endorsed, with signature properly guaranteed, or otherwise be in proper form for transfer and that the person surrendering requesting such Share Certificates shall payment or delivery pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price, or delivery to a person other than the registered holder of the Share Certificate surrendered, surrendered or shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax has been paid or is not applicable.
(iii) Subject to SECTION 2.2, until surrendered in accordance with the provisions of this SECTION 2.3(B), each Certificate (other than Certificates held by persons referred to in SECTION 2.1(B)) will represent for all purposes only the right to receive the Merger Consideration, without interest and less any required withholding of taxes.
(c) Promptly following the date that is six months after the Effective Time, the Paying Agent shall deliver will return to the Surviving Corporation all cash, Share Certificates certificates, and other documents property in its possession relating to that constitute any portion of the transactions described in this AgreementPayment Fund (including any interest received with respect thereto), and the duties of the Paying Agent's duties shall Agent will terminate. Thereafter, each holder of a Share Certificate formerly representing a Common Share or Common Shares shall thereafter be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates without any interest thereon. Notwithstanding the foregoing, neither the Parent, Merger Sub, the Surviving Corporation nor the Paying Agent shall be liable to any holder of a general creditor thereofCertificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Notwithstanding the foregoing, the Surviving Corporation will be entitled to receive from time to time all interest or other amounts earned with respect to the Payment Fund as such amounts accrue or become available.
(d) for payment After the Effective Time there will be no registration of its claim transfers on the stock transfer books of the Surviving Corporation of the Common Shares that were outstanding immediately prior to the Effective Time. If after the Effective Time, any Certificate is presented to the Surviving Corporation, it shall be canceled and exchanged for the Merger Price (Consideration, without interest and less any interest or dividends thereon)required withholding taxes, as provided for, and in accordance with the procedures set forth in, this ARTICLE II.
Appears in 1 contract
Payment for Common Shares. (a) At Closing, the Parent or the Purchaser will deposit, or cause to be deposited, in trust with such bank or trust company as is mutually acceptable to the Parent and the Company (the "PAYING AGENT") the aggregate Merger Price to which holders of Common Shares will be entitled at the Effective Time pursuant to Section 1.4. On the Closing Date, the Paying Agent will invest the funds deposited with it pursuant to this Section in money market securities or similar type investments as the Parent may direct. From and after the Effective Time, a bank or trust company designated by Purchaser and reasonably acceptable to the Company shall act as paying agent (the "Paying Agent") in effecting Agent will effect the payment of the Merger Price in respect of certificates (the "Share CertificatesCERTIFICATES") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Price pursuant to Section 1.07. At the Effective Time, the Company shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 1.071.4.
(b) Promptly after the Effective Time, the Paying Agent shall will mail to each record holder of Share Certificates that, immediately prior to as of the Effective Time, represented Common Shares (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser or any wholly-owned subsidiary of Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with Section 1.07) (i) a form of letter of transmittal approved by the Parent which shall will specify that delivery shall will be effected, and risk of loss and title to the Share Certificates shall will pass, only upon proper delivery of the Share Certificates to the Paying Agent and which shall be in such form and have such other provisions as Purchaser and the Company may reasonably specify and (ii) instructions for use in surrendering such Share Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Share Certificate together with such a properly completed and executed letter of transmittal duly completed and validly executed in accordance with the instructions theretotransmittal, the Paying Agent shall will pay to the holder of such Share Certificate the Merger Price multiplied by the number of Common Shares formerly represented by such Share Certificate Certificate, in consideration therefor, and such Share Certificate shall will forthwith be cancelled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Dissenting Shares and Share or Certificates representing Common Shares held by the Parent or the Purchaser, any wholly-wholly owned subsidiary of the Parent or the Purchaser, in the treasury of the Company or by any wholly-wholly owned subsidiary of the Company that are to be cancelled in accordance with the Section 1.07Company) shall will represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends shall will be paid or accrued on the Merger Price. If the Merger Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Share Certificate formerly representing Common Shares surrendered therefor is registered, it shall will be a condition to such right to receive such Merger Price, Price that the Share Certificate so surrendered shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer and that the person surrendering such Share Certificates shall Certificate will pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price, Price to a person other than the registered holder of the Share Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has taxes have been paid or is are not applicable.
(c) Promptly after the Surviving Corporation's request therefor made at any time following the date that which is six months 180 days after the Effective Time, the Paying Agent shall will deliver to the Surviving Corporation all cash, Share Certificates and other documents in its possession relating to the transactions described in this Agreement, and upon such delivery the Paying Agent's duties shall will terminate. Thereafter, each holder of a Share Certificate formerly representing a Common Share shall thereafter look only may surrender such Certificate to the Surviving Corporation and (as a general creditor thereofsubject to applicable abandoned property, escheat and similar laws) for payment of its claim for receive in consideration therefor the aggregate Merger Price (relating thereto, without any interest or dividends thereon. Notwithstanding the foregoing, none of the Parent, the Purchaser, the Company or the Paying Agent will be liable to any person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
(d) After the Effective Time, there will be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent, they will be surrendered and cancelled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
(e) In the event any Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate(s) to be lost, stolen or destroyed, the Paying Agent will disburse the Merger Price payable in respect of the Common Shares represented by such lost, stolen or destroyed Certificates.
(f) The Purchaser shall be entitled to deduct and withhold, or cause the Paying Agent to deduct and withhold, from the Merger Price payable to a holder of Common Shares pursuant to the Merger any such amounts as are required under the Internal Revenue Code of 1986, as amended (the "CODE"), or any applicable provision of state, local or foreign Tax law. To the extent that amounts are so withheld by the Purchaser or Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Common Shares in respect of which such deduction and withholding was made by the Purchaser.
(g) If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of the Purchaser or the Company or otherwise carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of the Purchaser or the Company, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of the Purchaser or the Company, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Samples: Merger Agreement (BNS Holding, Inc.)
Payment for Common Shares. (a) From and after the Effective Time, a NationsCredit or such other bank or trust company designated by Purchaser and reasonably as shall be mutually acceptable to Parent and the Company shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in respect of certificates (the "Share Certificates") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Price pursuant to Section 1.07. At the Effective Time, Parent or the Company Merger Sub shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 1.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Share Certificates that, that immediately prior to the Effective Time, Time represented Common Shares (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser Parent or the Merger Sub, any wholly-owned subsidiary of PurchaserParent or the Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with Section 1.07) (iCompany) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates shall pass, only upon proper delivery of the Share Certificates to the Paying Agent and which shall be in such form and have such other provisions as Purchaser and the Company may reasonably specify and (ii) instructions for use in surrendering such Share Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Share Certificate together with such letter of transmittal duly completed and validly executed in accordance with the instructions theretoCertificate, the Paying Agent shall pay the holder of such Share Certificate the Merger Price multiplied by the number of Common Shares formerly represented rep- resented by such Share Certificate Certificate, in consideration therefor, and such Share Certificate shall forthwith be cancelled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by PurchaserParent or the Merger Sub, any wholly-wholly owned subsidiary of PurchaserParent or the Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with the Section 1.07Company) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends shall be paid or accrued on the Merger Price. If the Merger Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Share Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price, Price that the Share Certificate so surrendered shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer and that the person surrendering such Share Certificates Common Shares shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price, Price to a person other than the registered holder of the Share Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicableapplica- ble.
(c) Promptly following the date that which is six months 180 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Share Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Share Certificate formerly representing a Common Share shall thereafter look only may surrender such Certificate to the Surviving Corporation and (as a general creditor thereofsubject to applicable abandoned property, escheat and similar laws) for payment of its claim for receive in consideration therefor the aggregate Merger Price (relating thereto, without any interest or dividends thereon).
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and cancelled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article II, subject to applicable law in the case of Dissenting Shares.
Appears in 1 contract
Payment for Common Shares. (a) From and after the Effective Time, a such bank or trust company designated by Purchaser and reasonably as shall be mutually acceptable to Parent and the Company shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in respect of certificates (the "Share Certificates") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Price pursuant to Section 1.07. 2.7.
(b) At the Effective Time, Parent or the Company Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 1.07.
(b) 2.7. Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Share Certificates that, immediately prior to the Effective Time, represented Common Shares (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser or any wholly-owned subsidiary of Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with Section 1.07) (i) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates shall pass, only upon proper delivery of the Share Certificates to the Paying Agent and which shall be in such form and have such other provisions as Purchaser and the Company may reasonably specify and (ii) instructions for use in surrendering such Share Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Share Certificate together with such letter of transmittal duly completed and validly executed in accordance with the instructions theretoCertificate, the Paying Agent shall pay the holder of such Share Certificate the Merger Price multiplied by the number of Common Shares formerly represented by such Share Certificate Certificate, in consideration therefor, and such Share Certificate shall forthwith be cancelled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Parent or the Purchaser, any wholly-wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly-wholly owned subsidiary of the Company that are to be cancelled in accordance with the Section 1.07or Dissenting Shares) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends shall be paid or accrued on the Merger Price. If the Merger Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Share Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price, Price that the Share Certificate so surrendered shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer and that the person surrendering such Share Certificates Shares shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price, Price to a person other than the registered holder of the Share Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has taxes have been paid or is are not applicable.
(c) Promptly following the date that which is six months 180 days after the Effective effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Share Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Share Certificate formerly representing a Common Share shall thereafter look only may surrender such Certificate to the Surviving Corporation and (as a general creditor thereofsubject to applicable abandoned property, escheat and similar laws) for payment of its claim for receive in consideration therefor the aggregate Merger Price (relating thereto, without any interest or dividends thereon. Notwithstanding the foregoing, none of Parent, the Purchaser, the Company or the Paying Agent shall be liable to any person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered immediately prior to such date on which any payment pursuant to this Article III would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defined), the cash payment in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interests of any person previously entitled thereto.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and cancelled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 1 contract
Payment for Common Shares. (a) From and after the Effective Time, a such bank or trust company designated by Purchaser and reasonably as shall be mutually acceptable to FSI and the Company shall act as paying exchange agent (the "Paying Exchange Agent") in effecting the payment of the Merger Price in respect of certificates (the "Share Certificates") that, ). At or prior to the Effective Time, represented Common Shares entitled to payment of the Merger Price pursuant to Section 1.07. At the Effective Time, the Company FSI shall deposit, or FSI shall otherwise take all steps necessary to cause to be deposited, in trust with the Paying Exchange Agent in an account (the "Exchange Fund") the aggregate Merger Price Consideration to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 1.072.01(c).
(b) Promptly after the Effective Time, FSI shall cause the Paying Exchange Agent shall to mail to each record holder of Share Certificates that, certificates (the "Certificates") that immediately prior to the Effective Time, Time represented Common Shares (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser or any wholly-owned subsidiary of Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with Section 1.07) (i) a form of letter of transmittal which shall specify that delivery shall be effectedef- fected, and risk of loss and title to the Share Certificates shall pass, only upon proper delivery of the Share Certificates to the Paying Ex- change Agent and which shall be in such form and have such other provisions as Purchaser and the Company may reasonably specify and (ii) instructions for use in surrendering such Share Certificates and receiving the aggregate Merger Consideration in respect thereof.
(c) In effecting the payment of the Cash Price in respect thereof. Upon of Common Shares represented by Certificates entitled to payment of the Cash Price pursuant to Section 2.01(c)(iv) (the "Cashed Shares"), upon the surrender of each such Share Certificate together with such letter of transmittal duly completed and validly executed in accordance with the instructions theretoCertifi- cate, the Paying Exchange Agent shall pay the holder of such Share Certificate Certifi- cate the Merger Cash Price multiplied by the number of Common Shares formerly represented by such Share Certificate Cashed Shares, in consideration therefor. Upon such payment (and the exchange, and if any, of Certificates formerly representing Common Shares for certificates representing Retained Shares) such Share Certificate shall forthwith be cancelled.
(d) In effecting the exchange of Retained Shares in respect of Common Shares represented by Certificates which, at the Effective Time, shall become Retained Shares, upon sur- render of each such Certificate, the Exchange Agent shall de- liver to the holder of such Certificate a certificate repre- senting that number of whole Retained Shares which such holder has the right to receive pursuant to the provisions of Section 2.01(c), and cash in lieu of fractional Retained Shares. Upon such exchange (and any payment of the Cash Price for Cashed Shares), such Certificate so surrendered shall forthwith be canceled.
(e) Until so surrenderedsurrendered in accordance with paragraphs (c) or (d) above, each such Share Certificate (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser, FSI or any wholly-owned subsidiary of Purchaserits affiliates, in the treasury of the Company or by any wholly-wholly owned subsidiary of the Company that are to be cancelled in accordance with the Section 1.07or Dissenting Shares) shall represent solely the right to receive the aggregate Merger Price Con- sideration relating thereto. No interest or dividends shall be paid or accrued on the Merger PriceConsideration. If the Merger Price Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Share Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price, Consideration that the Share Certificate so surrendered shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer and that the person surrendering such Share Certificates Common Shares shall pay to the Paying Exchange Agent any transfer or other taxes required re- quired by reason of the payment of the Merger Price, Consideration to a person other than the registered holder of the Share Certificate surrendered, or shall establish to the satisfaction of the Paying Exchange Agent that such tax has been paid or is not applicable.
(c) Promptly following the date that is six months after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Share Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Share Certificate formerly representing a Common Share shall thereafter look only to the Surviving Corporation (as a general creditor thereof) for payment of its claim for the Merger Price (without any interest or dividends thereon).
Appears in 1 contract
Samples: Merger Agreement (Fisher Scientific International Inc)
Payment for Common Shares. (a) From and after Prior to the Effective Time, Purchaser shall designate a bank or trust company designated by Purchaser and reasonably acceptable to the Company shall to act as paying agent (the "Paying AgentPAYING AGENT") in effecting the payment of the Merger Offer Price in respect of certificates (the "Share Certificates") that, immediately prior to the Effective Time, represented represent Common Shares (the "CERTIFICATES") entitled to payment of the Merger Offer Price pursuant to Section 1.072.7. At the Effective Time, the Company Parent or Purchaser shall deposit, or cause to be deposited, in trust trust, upon terms (including as to the release of such funds to holders of Common Shares upon consummation of the Merger) reasonably acceptable to the Company, with the Paying Agent the aggregate Merger Offer Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 1.072.7.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Share Certificates that, immediately prior to the Effective Time, represented Common Shares (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser or any wholly-owned subsidiary of Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with Section 1.07) (i) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates shall pass, only upon proper delivery of the Share Certificates to the Paying Agent and which shall be in such form and have such other provisions as Purchaser and the Company may reasonably specify and (ii) instructions for use in surrendering such Share Certificates and receiving the aggregate Merger Offer Price in respect thereof. Upon the surrender of each such Share Certificate Certificate, together with such a duly executed letter of transmittal duly completed and validly executed in accordance with the instructions theretoany other required documents, the Paying Agent shall shall, as soon as practicable, pay the holder of such Share Certificate an amount equal to the Merger product of (x) the Offer Price multiplied by (y) the number of Common Shares formerly represented by such Share Certificate Certificate, in consideration therefor, and such Share Certificate shall forthwith be cancelled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Parent or Purchaser, any wholly-wholly owned subsidiary Subsidiary of Parent or Purchaser, in the treasury of the Company or by any wholly-wholly owned subsidiary Subsidiary of the Company that are to be cancelled in accordance with the Section 1.07or Dissenting Shares) shall represent solely the right to receive the aggregate Merger Offer Price relating thereto. No interest or dividends shall be paid or accrued on the Merger Offer Price. If the Merger Offer Price (or any portion thereof) is to be delivered to any person individual, corporation, trust, association, unincorporated association, estate, partnership, joint venture, limited liability company, Governmental Entity (as defined in Section 4.1) or other legal entity (each, a "PERSON"), other than the person Person in whose name the Share Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price, Offer Price that the Share Certificate so surrendered shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer transfer, that the signatures on the Certificate shall be properly guaranteed, and that the person Person surrendering such Share Certificates Common Shares shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of the Merger Price, Offer Price to a person Person other than the registered holder of the Share Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has Taxes have been paid or is are not applicable. In the event any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall be required to pay the full Offer Price in respect of any Common Shares represented by such Certificate; however, Parent may require the owner of such lost, stolen or destroyed Certificate to execute and deliver to the Paying Agent a form of affidavit claiming such Certificate to be lost, stolen or destroyed in form and substance reasonably satisfactory to Parent, and the posting by such owner of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against Parent or the Paying Agent.
(c) Promptly following the date that which is six months 120 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Share Certificates and other documents in its possession relating to the transactions described in this Agreementcontemplated hereby, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Share Certificate formerly representing a Common Share shall thereafter look only may surrender such Certificate to the Surviving Corporation and (as a general creditor thereofsubject to applicable abandoned property, escheat and similar Applicable Law) for payment of its claim for receive in consideration therefor the Merger aggregate Offer Price (relating thereto, without any interest or dividends thereon), except as required under Applicable Law. Notwithstanding the foregoing, none of Parent, Purchaser, the Company or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law. If any Certificates shall not have been surrendered immediately prior to such date on which any payment pursuant to this Article III would otherwise escheat to or become the property of any Governmental Entity, the cash payment in respect of such Certificate shall, to the extent permitted by Applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interests of any Person previously entitled thereto.
(d) Immediately prior to the Effective Time, the stock transfer books of the Company shall be closed, and, after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and cancelled in return for the payment of the aggregate Offer Price relating thereto, as provided in this Article III.
(e) From and after the Effective Time, the holders of Certificates evidencing ownership of Common Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Common Shares except as otherwise provided herein or by Applicable Law. Such holders shall have no rights, after the Effective Time, with respect to such Common Shares except to surrender such Certificates in exchange for the Offer Price pursuant to this Agreement or to perfect any rights of appraisal as a holder of Dissenting Shares that such holders may have pursuant to Section 262 of the DGCL.
(f) Each of Parent, Purchaser, the Paying Agent and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder Common Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, and any successor thereto (the "CODE") and the rules and regulations promulgated thereunder, or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld by Parent, Surviving Corporation, Purchaser or Paying Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Common Shares in respect of which such deduction and withholding was made by Parent, Surviving Corporation, Purchaser or Paying Agent, as the case may be.
Appears in 1 contract
Payment for Common Shares. (a) From and after Prior to the Effective Time, Merger Sub will appoint a bank or trust company designated by Purchaser and reasonably acceptable to the Company shall act as paying agent for the holders of Common Shares (the "Paying Agent") in effecting the payment of to receive and disburse the Merger Price in respect Consideration to which holders of certificates (the "Share Certificates") that, prior to the Effective Time, represented Common Shares become entitled to payment of the Merger Price pursuant to Section 1.072.1(c). At the Effective Time, the Company shall deposit, Merger Sub or cause to be deposited, in trust with Parent will provide the Paying Agent with sufficient cash to allow the aggregate Merger Price Consideration to which holders of be paid by the Paying Agent for each Common Shares shall be Share then entitled at to receive the Effective Time pursuant to Section 1.07Merger Consideration (the "Payment Fund").
(b) Promptly after the Effective Time, Merger Sub or Parent will cause the Paying Agent shall to mail to each record holder of Share Certificates that, a certificate or certificates that immediately prior to the Effective Time, Time represented Common Shares (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser or any wholly-owned subsidiary of Purchaserthe "Certificates"), in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with Section 1.07) (i) a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Share Certificates shall will pass, only upon proper delivery of the Share Certificates to the Paying Agent Agent) and which shall be in such form and have such other provisions as Purchaser and the Company may reasonably specify and (ii) instructions for use in surrendering such Share effecting the surrender of the Certificates and receiving the aggregate Merger Price in respect thereof. for payment.
(i) Upon surrender to the Paying Agent of each such Share Certificate a Certificate, together with such letter of transmittal duly executed and completed and validly executed in accordance with the its instructions theretoand such other documents as may be reasonably requested, the Paying Agent shall pay the holder of such Share Certificate will be entitled to receive in exchange for such Certificate, less any required withholding of taxes, the Merger Price multiplied by the number of Common Shares formerly represented by such Share Certificate in consideration therefor, Consideration and such Share Certificate shall will forthwith be cancelled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser, any wholly-owned subsidiary of Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with the Section 1.07) shall represent solely the right to receive the aggregate Merger Price relating theretocanceled. No interest or dividends shall will be paid or accrued on the Merger Price. Consideration upon the surrender of the Certificates.
(ii) If the Merger Price (payment or any portion thereof) delivery is to be delivered made to any a person other than the person in whose name the Share Certificate formerly representing Common Shares surrendered therefor is registered, it shall will be a condition to such right to receive such Merger Price, of payment or delivery that the Share Certificate so surrendered shall be properly endorsed, with signature properly guaranteed, or otherwise be in proper form for transfer and that the person surrendering requesting such Share Certificates shall payment or delivery pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price, or delivery to a person other than the registered holder of the Share Certificate surrendered, surrendered or shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax has been paid or is not applicable.
(iii) Subject to Section 2.2, until surrendered in accordance with the provisions of this Section 2.3(b), each Certificate (other than Certificates held by persons referred to in Section 2.1(b)) will represent for all purposes only the right to receive the Merger Consideration, without interest and less any required withholding of taxes.
(c) Promptly following the date that is six months after the Effective Time, the Paying Agent shall deliver will return to the Surviving Corporation all cash, Share Certificates certificates, and other documents property in its possession relating to that constitute any portion of the transactions described in this AgreementPayment Fund (including any interest received with respect thereto), and the duties of the Paying Agent's duties shall Agent will terminate. Thereafter, each holder of a Share Certificate formerly representing a Common Share or Common Shares shall thereafter be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates without any interest thereon. Notwithstanding the foregoing, neither the Parent, Merger Sub, the Surviving Corporation nor the Paying Agent shall be liable to any holder of a general creditor thereofCertificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Notwithstanding the foregoing, the Surviving Corporation will be entitled to receive from time to time all interest or other amounts earned with respect to the Payment Fund as such amounts accrue or become available.
(d) for payment After the Effective Time there will be no registration of its claim transfers on the stock transfer books of the Surviving Corporation of the Common Shares that were outstanding immediately prior to the Effective Time. If after the Effective Time, any Certificate is presented to the Surviving Corporation, it shall be canceled and exchanged for the Merger Price (Consideration, without interest and less any interest or dividends thereon)required withholding taxes, as provided for, and in accordance with the procedures set forth in, this Article II.
Appears in 1 contract
Payment for Common Shares. (a) From and after Prior to the Effective Time, Purchaser shall designate a bank or trust company designated by Purchaser and reasonably acceptable to the Company shall to act as paying agent (the "Paying Agent") in effecting the payment of the Merger Offer Price in respect of certificates (the "Share Certificates") that, immediately prior to the Effective Time, represented represent Common Shares (the "Certificates") entitled to payment of the Merger Offer Price pursuant to Section 1.072.7. At the Effective Time, the Company Parent or Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Offer Price to which holders of Common Shares shall be entitled at the Effective Time pursuant to Section 1.072.7.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Share Certificates that, immediately prior to the Effective Time, represented Common Shares (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Purchaser or any wholly-owned subsidiary of Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company that are to be cancelled in accordance with Section 1.07) (i) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates shall pass, only upon proper delivery of the Share Certificates to the Paying Agent and which shall be in such form and have such other provisions as Purchaser and the Company may reasonably specify and (ii) instructions for use in surrendering such Share Certificates and receiving the aggregate Merger Offer Price in respect thereof. Upon the surrender of each such Share Certificate Certificate, together with such a duly executed letter of transmittal duly completed and validly executed in accordance with the instructions theretoany other required documents, the Paying Agent shall shall, as soon as practicable, pay the holder of such Share Certificate an amount equal to the Merger product of (x) the Offer Price multiplied by (y) the number of Common Shares formerly represented by such Share Certificate Certificate, in consideration therefor, and such Share Certificate shall forthwith be cancelled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Dissenting Shares and Share Certificates representing Common Shares held by Parent or Purchaser, any wholly-wholly owned subsidiary Subsidiary of Parent or Purchaser, in the treasury of the Company or by any wholly-wholly owned subsidiary Subsidiary of the Company that are to be cancelled in accordance with the Section 1.07or Dissenting Shares) shall represent solely the right to receive the aggregate Merger Offer Price relating thereto. No interest or dividends shall be paid or accrued on the Merger Offer Price. If the Merger Offer Price (or any portion thereof) is to be delivered to any person individual, corporation, trust, association, unincorporated association, estate, partnership, joint venture, limited liability company, Governmental Entity (as defined in Section 4.6) or other legal entity (each, a "Person"), other than the person Person in whose name the Share Certificate formerly representing Common Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price, Offer Price that the Share Certificate so surrendered shall be properly endorsed, with signature guaranteed, endorsed or otherwise be in proper form for transfer transfer, that the signatures on the Certificate shall be properly guaranteed, and that the person Person surrendering such Share Certificates Common Shares shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price, Offer Price to a person Person other than the registered holder of the Share Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has taxes have been paid or is are not applicable. In the event any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall be required to pay the full Offer Price in respect of any Common Shares represented by such Certificate; however, Parent may require the owner of such lost, stolen or destroyed Certificate to execute and deliver to the Paying Agent a form of affidavit claiming such Certificate to be lost, stolen or destroyed in form and substance reasonably satisfactory to Parent, and the posting by such owner of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against Parent or the Paying Agent.
(c) Promptly following the date that which is six months 135 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Share Certificates and other documents in its possession relating to the transactions described in this Agreementcontemplated hereby, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Share Certificate formerly representing a Common Share shall thereafter look only may surrender such Certificate to the Surviving Corporation and (as a general creditor thereofsubject to applicable abandoned property, escheat and similar Laws) for payment of its claim for receive in consideration therefor the Merger aggregate Offer Price (relating thereto, without any interest or dividends thereon, except as required under applicable Law. Notwithstanding the foregoing, none of Parent, Purchaser, the Company or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificates shall not have been surrendered immediately prior to such date on which any payment pursuant to this Article III would otherwise escheat to or become the property of any Governmental Entity (as defined herein), the cash payment in respect of such Certificate shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interests of any Person previously entitled thereto.
(d) Immediately prior to the Effective Time, the stock transfer books of the Company shall be closed, and, after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and cancelled in return for the payment of the aggregate Offer Price relating thereto, as provided in this Article III.
(e) From and after the Effective Time, the holders of Certificates evidencing ownership of Common Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Common Shares except as otherwise provided herein or by applicable Law. Such holders shall have no rights, after the Effective Time, with respect to such Common Shares except to surrender such Certificates in exchange for the Offer Price pursuant to this Agreement or to perfect any rights of appraisal as a holder of Dissenting Shares that such holders may have pursuant to Sections 351.447 and 351.455 of the MGBCL.
Appears in 1 contract
Samples: Merger Agreement (Metropolitan Life Insurance Co/Ny)
