Payment for Shares. (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory 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 "Certificates") that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07. (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such 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 Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. (c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed. (d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 4 contracts
Samples: Merger Agreement (Jevic Transportation Inc), Merger Agreement (Yellow Corp), Merger Agreement (Jevic Transportation Inc)
Payment for Shares. (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually designated by Parent and reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory 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 Shares entitled to payment of the Merger Price pursuant to Section 2.07. Promptly following the Effective Time, Parent or Purchaser shall deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Price to which holders of Shares shall be entitled at the Effective Time pursuant to Section 2.07 (such funds being referred to as the “Exchange Fund”).
(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 Shares (other than Share Certificates representing Excluded (i) Shares held by the Parent, the Purchaser, any direct or indirect subsidiary of the Parent or the Purchaser, the Company, or any direct or indirect subsidiary of the Company or (ii) Dissenting Shares) 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 instructions for use in surrendering such Share Certificates and receiving the aggregate Merger Price in respect thereofof such Shares. Upon the surrender of each such Certificate, Parent shall make funds available Share Certificate for cancellation to the Paying Agent or to enable it tosuch other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the Paying Agent shall, shall pay the holder of such Share Certificate the applicable Merger Price multiplied by the number of Shares formerly represented by such Share Certificate in consideration therefor, and such Share Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Excluded (i) Shares held by the Parent, the Purchaser, any direct or indirect subsidiary of the Parent or the Purchaser, the Company, or any direct or indirect subsidiary of the Company or (ii) Dissenting Shares) shall represent solely the right to receive the aggregate Merger Price relating theretoto such Shares in cash. 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 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 or otherwise be in proper form for transfer and that the person surrendering such Certificates Share Certificate shall pay to the Paying Agent any transfer or other taxes 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 Purchaser that such tax Tax has been paid or is not applicable.
(c) In Promptly following the event any Certificate shall have been lost, stolen or destroyed, upon date that is 180 days after the making of an affidavit of that fact by the holder of such CertificateEffective Time, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent deliver to the payment thereof, give the Surviving Corporation all cash remaining in the Exchange Fund (including interest received with respect thereto), 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 bond in Share Certificate formerly representing a Share may surrender such sum as it may direct or otherwise indemnify Share Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat, and similar laws) receive in a manner satisfactory consideration therefor the aggregate Merger Price relating to it against such Shares, without any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen interest or destroyeddividends thereon.
(d) After From and after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Share Certificates formerly representing Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
(e) To the fullest extent permitted by law, and notwithstanding anything to the contrary contained herein, none of the Paying Agent, the Parent, the Purchaser, the Company, or the Surviving Corporation shall be liable to any holder of Shares or other securities for any consideration to be paid in the Merger delivered to a public official pursuant to any applicable abandoned property, escheat, or similar law.
(f) Each of the Surviving Corporation, the Parent, and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares or other securities such amounts as it is required to deduct and withhold with respect to the making of payments under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local, or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, the Parent, or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or other securities in respect of which such deduction and withholding was made by the Surviving Corporation, the Parent, or the Paying Agent, as the case may be.
(g) If any Share Certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming such Share Certificate to be lost, stolen, or destroyed and, if required by the Parent or the Surviving Corporation, the posting by such person of a bond, in such reasonable amount as the Parent or the Surviving Corporation may direct, as indemnity against any claim that may be made against it on account of the alleged loss, theft, or destruction of such Share Certificate, the Paying Agent will issue in exchange for such lost, stolen, or destroyed Share Certificate, the Merger Price, without any interest thereon.
(h) The Paying Agent shall invest the funds constituting the Exchange Fund as directed by the Parent. Any interest or other income resulting from such investment shall be paid to the Parent.
Appears in 3 contracts
Samples: Merger Agreement (Main Street Restaurant Group, Inc.), Merger Agreement (Main Street Restaurant Group, Inc.), Merger Agreement (Main Street Acquisition CORP)
Payment for Shares. (a) From and after Prior to the Effective Time, Parent will cause Sub to make available to a bank or trust company or stock transfer agent mutually acceptable to designated by Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying AgentPAYING AGENT") in effecting sufficient funds to make the payment payments pursuant to Section 2.06 hereof on a timely basis to holders (other than Parent, Sub or the Company or any of the Merger Price in respect their respective Subsidiaries) of certificates (the "Certificates") that, Shares that are issued and outstanding immediately prior to the Effective TimeTime (such amounts being hereinafter referred to as the "PAYMENT FUND"). The Paying Agent shall, represented Shares entitled pursuant to payment irrevocable instructions, make the payments provided for in the preceding sentence out of the Merger Price pursuant to Section 2.07Payment Fund. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement.
(b) Promptly As soon as practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each record holder holder, as of Certificates the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (other than Certificates representing Excluded Shares) the "CERTIFICATES"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available the Certificate and receiving payment therefor. Following surrender to the Paying Agent to enable it toof a Certificate, and the Paying Agent shalltogether with such letter of transmittal duly executed, pay the holder of such Certificate shall be paid in exchange therefor cash in an amount (subject to any applicable withholding tax as specified in Section 2.10 hereof) equal to the Merger Price multiplied by product of the number of Shares formerly represented by such Certificate in consideration thereformultiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall 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 Pricecash payable upon the surrender of the Certificates. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates shall payment 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 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. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 3.02, each Certificate (other than Certificates that immediately prior to the Effective Time represented Shares owned by Parent, Sub or the Company, or any of their respective Subsidiaries, and certificates representing Dissenting Shares) shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon.
(c) In Any portion of the event Payment Fund (including the proceeds of any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of investments thereof) that fact remains unclaimed by the holder former stockholders of such Certificate, the Paying Agent Company for one year after the Effective Time shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent be repaid to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books Corporation. Any former stockholders of the Surviving Corporation of any Shares which were outstanding immediately Company who have not complied with Section 3.01 hereof prior to the Effective Time. If, after the Effective Time, Certificates are presented end of such one-year period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) but only as general creditors thereof for payment of their claim for the Paying AgentMerger Consideration, they without any interest thereon. Neither Parent nor the Surviving Corporation shall be surrendered and canceled in return liable to any holder of Shares for any monies delivered from the payment of the aggregate Merger Price relating theretoPayment Fund or otherwise to a public official pursuant to any applicable abandoned property, as provided in this Article IIIescheat or similar law.
Appears in 3 contracts
Samples: Merger Agreement (Dep Corp), Merger Agreement (Henkel Acquisition Corp Ii), Merger Agreement (Dep Corp)
Payment for Shares. (a) Section 2.11.1 From and after the Effective Time, a such bank or trust company or stock transfer agent mutually as shall be designated by Parent and reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "“Paying Agent"”) in effecting the payment of the Merger Price Consideration in respect of certificates (the "“Certificates"”) that, prior to the Effective Time, that represented Shares entitled to payment of the Merger Price Consideration pursuant to Section 2.07.
(b) Promptly after 2.6.1. Prior to or at the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Consideration to which holders of Shares shall be entitled at the Effective Time pursuant to Section 2.6.1.
Section 2.11.2 As promptly as reasonably practicable, Parent shall, or shall cause the Paying Agent to, mail to each record holder of Certificates (other than Certificates representing Excluded Shares) that represented Shares a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent, and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price Consideration in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, shall pay the holder of such Certificate the Merger Price Consideration multiplied by the number of Shares formerly represented by such Certificate Certificate, in consideration therefor, and such Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares held by Parent or the Purchaser, any wholly-owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company or Dissenting Shares) shall represent solely the right to receive the aggregate Merger Price Consideration relating thereto. No interest or dividends shall be paid or accrued accrue 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 Certificate formerly representing Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates Shares shall pay to the Paying Agent any transfer or other similar taxes required by reason of the payment of the Merger Price Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the reasonable satisfaction of the Paying Agent that such tax has been paid or is not applicable.
(c) In the event Section 2.11.3 If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of person claiming such Certificate, the Paying Agent shall issue in exchange for such Certificate to be lost, stolen or destroyed Certificate and, if required by Parent, the Merger Price deliverable posting by such person of a bond, in respect thereof, provided that the holder of such Certificate shallreasonable amount as Parent may direct, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it indemnity against any claim that may be made against it with respect to such Certificate, the Certificate claimed Paying Agent will pay to have been the holder of such lost, stolen or destroyeddestroyed Certificate the aggregate Merger Consideration relating thereto, without any interest thereon.
Section 2.11.4 Promptly following the date which is 180 days after the Effective Time, Parent shall direct the Paying Agent to deliver to the Surviving Corporation all cash, 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 Certificate formerly representing a Share may surrender such Certificate to the Surviving Corporation and (dsubject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration relating thereto, without any interest thereon. Neither Parent nor the Company shall be liable to any holder of Shares for any cash delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Section 2.11.5 After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Price Consideration relating thereto, as provided in this Article III2.
Appears in 3 contracts
Samples: Merger Agreement (Xyratex LTD), Merger Agreement (Nstor Technologies Inc), Merger Agreement (Xyratex LTD)
Payment for Shares. (a) From and after Prior to the Effective Time, Parent shall designate a bank or trust company or stock transfer agent mutually reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent in connection with the Merger (the "Paying Agent") pursuant to a paying agent agreement providing for the matters set forth in effecting this Section 3.11 and otherwise reasonably satisfactory to the payment of the Merger Price in respect of certificates (the "Certificates") thatCompany. At, prior to or promptly following the Effective Time, represented Shares Parent shall, or shall cause the Surviving Corporation to, make available to the Paying Agent for the benefit of holders of shares of Company Common Stock, as needed, the aggregate consideration to which such holders of shares of Company Common Stock shall be entitled to payment of at the Merger Price Effective Time pursuant to Section 2.073.8(d). Such funds shall be invested in time deposits, treasury bills, or money market or other similar instruments as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders of the shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation, and no part thereof shall accrue to the benefit of the holders of shares of Company Common Stock.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder holder, as of Certificates the Effective Time, of an outstanding Certificate(s), whose shares of Company Common Stock were converted pursuant to Section 3.8(d) into the right to receive the Merger Consideration (other than Certificates representing Excluded Sharesi) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate(s) shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify), and (ii) instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificatethe Certificates in exchange for payment of the Merger Consideration (together, Parent shall make funds available the "Transmittal Documents"). Upon surrender of a Certificate or Certificates for cancellation to the Paying Agent or to enable it tosuch other agent or agents as may be appointed by Parent, together with such letter of transmittal and the Paying Agent shallany other required documents, pay duly executed, the holder of such Certificate Certificate(s) shall be entitled to receive in exchange therefor (as promptly as practicable) the Merger Price multiplied by the number Consideration in respect of Shares all shares of Company Common Stock formerly represented by such Certificate in consideration thereforsurrendered Certificate(s), and such Certificate without any interest thereon, pursuant to Section 3.8(d). The Certificate(s) so surrendered shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends shall be paid or accrued on If payment of the Merger Price. If the Merger Price (or any portion thereof) Consideration is to be delivered made to any person a Person other than the person Person in whose name the Certificate surrendered Certificate(s) is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate Certificate(s) so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed and that the person surrendering Person requesting such Certificates payment shall pay have established to the Paying Agent satisfaction of Parent that any transfer or and other taxes Taxes required by reason of the payment of the Merger Price Consideration to a person Person other than the registered holder of the Certificate surrenderedCertificate(s) surrendered have been paid or are not applicable. Until surrendered in accordance with the provisions of and as contemplated by this Section 3.11, or any Certificate(s) (other than Certificate(s) representing shares of Company Common Stock subject to Sections 3.8(b) and (c) and other than Dissenting Shares) shall establish be deemed, at any time after the Effective Time, to represent only the satisfaction right to receive the Merger Consideration in cash without interest as contemplated by this Section 3.11. Upon the surrender of a Certificate(s) in accordance with the terms and instructions contained in the Transmittal Documents, the Surviving Corporation shall cause the Paying Agent that to pay to the holder of such tax has been paid or is not applicableCertificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares of Company Common Stock subject to Sections 3.8(b) and (c) and other than Dissenting Shares).
(c) In At the event Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of any shares of capital stock thereafter on the records of the Company. If, after the Effective Time, a Certificate (other than those subject to Sections 3.8(b) and (c)) is presented to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 3.11. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate.
(d) From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to shares of Company Common Stock represented by such Certificate except as otherwise provided herein or by applicable law.
(e) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of Person claiming such CertificateCertificate to be lost, stolen or destroyed, the Paying Agent Surviving Corporation shall issue pay or cause to be paid in exchange for such lost, stolen or destroyed Certificate the relevant portion of the Merger Price deliverable Consideration in respect thereofaccordance with Section 3.8(d) for shares of Company Common Stock represented thereby. When authorizing such payment of any portion of the Merger Consideration in exchange therefor, provided that the holder board of such Certificate shalldirectors of the Surviving Corporation may, in its discretion and as a condition precedent to the payment thereof, require the owner of such lost, stolen or destroyed Certificate to give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it as indemnity against any claim that may be made against it the Surviving Corporation with respect to the Certificate claimed alleged to have been lost, stolen or destroyed.
(df) After Promptly following the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, date that is one year after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any cash (including any interest received with respect thereto), Certificates are presented and other documents in its possession relating to the Merger, that had been made available to the Paying Agent and that have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as a general creditor thereof with respect to any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon.
(g) The Merger Consideration paid in the Merger shall be net to the holder of shares of Company Common Stock in cash, subject to reduction only for any applicable federal, state, local or foreign withholding Taxes. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was made.
(h) Anything to the contrary in this Section 3.11 notwithstanding, to the fullest extent permitted by law, none of the Paying Agent, they Parent or the Surviving Corporation shall be liable to any holder of a Certificate for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If Certificates are not surrendered and canceled in return for prior to two years after the payment Effective Time, unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable law, become the property of the aggregate Merger Price relating Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto, as provided in this Article III.
Appears in 3 contracts
Samples: Merger Agreement (Savia Sa De Cv), Agreement and Plan of Merger (Seminis Inc), Merger Agreement (Seminis Inc)
Payment for Shares. (a) From and after Prior to the Effective Time, Purchaser shall select and appoint a bank or trust company or stock transfer agent mutually acceptable having net capital of not less than $100,000,000 to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price Consideration in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price Consideration pursuant to Section 2.07Section 2.7. At the Effective Time, Parent or Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Consideration to which holders of Shares shall be entitled at the Effective Time pursuant to Section Section 2.7.
(b) Promptly after the Effective Time, Purchaser or Parent shall cause the Paying Agent shall to mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use of such letter of transmittal in surrendering such the Certificates and receiving the aggregate Merger Price in respect thereoffor payment. Upon the surrender of each such Certificate, Parent shall make funds available to together with a completed and duly executed letter of transmittal and such other documents as may be requested in connection therewith, the Paying Agent to enable it to, and the Paying Agent shall, shall pay the holder of such Certificate the Merger Price Consideration multiplied by the number of Shares formerly represented by such Certificate Certificate, in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) 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 Price. Consideration.
(c) If the Merger Price Consideration (or any portion thereof) is to be paid and delivered to any person other than the person in whose name the Certificate surrendered is registered, it shall be a condition to such person's right to receive such Merger Price Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 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) . In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue be required to pay the full Merger Consideration in exchange for respect of any Shares represented by such Certificate; however, Parent may require the owner of such lost, stolen or destroyed Certificate to execute and deliver to the Merger Price deliverable in respect thereof, provided that the holder Paying Agent a form of affidavit claiming such Certificate shallto be lost, as a condition precedent stolen or destroyed in form and substance reasonably satisfactory to Parent and the payment thereof, give the Surviving Corporation posting by such owner of a bond in such sum amount as it Parent may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it determine is reasonably necessary as indemnity against any claim that may be made against it with respect to Parent or the Certificate claimed to have been lost, stolen or destroyedPaying Agent.
(d) Promptly following the date which is 180 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, 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 Certificate may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the aggregate Merger Consideration relating thereto, without any interest thereon. Notwithstanding the foregoing, none of Parent, Purchaser, the Surviving Corporation 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 with respect thereto would otherwise escheat to or become the property of any court, administrative agency, commission, or other governmental authority or instrumentality ("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.
(e) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price Consideration relating thereto, as provided in this Article IIIII.
Appears in 3 contracts
Samples: Merger Agreement (Cybermedia Inc), Merger Agreement (Networks Associates Inc/), Merger Agreement (Networks Associates Inc/)
Payment for Shares. (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually designated by Parent and reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price Consideration in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Shares shares of Company Common Stock entitled to payment of the Merger Price Consideration pursuant to Section 2.072.01(a) (the "Company Certificates"). From and after the Effective Time, Parent shall cause to be provided to the Paying Agent cash in amounts necessary to pay for all of the shares of Company Common Stock pursuant to Section 2.01. Such funds (and the interest thereon) shall be invested by the Paying Agent in an interest-bearing investment consisting of short-term U.S. Government obligations or federally insured, interest-bearing demand deposit accounts.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates a Company Certificate (other than Certificates representing Excluded Sharesi) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Company Certificate shall pass, only upon proper delivery of the Certificates Company Certificate to the Paying Agent Agent) (the "Letter of Transmittal") and (ii) instructions for use in surrendering such Certificates and receiving the aggregate Merger Price Company Certificate in respect thereofexchange for payment therefor. Upon the surrender of each such Company Certificate, Parent shall make funds available together with such Letter of Transmittal, duly completed and validly executed in accordance with the instructions therein, and such other documents as may be required pursuant to such instructions, the Paying Agent to enable it to, and the Paying Agent shall, shall pay the holder of such Company Certificate an amount in cash equal to the product of the Merger Price Consideration multiplied by the number of Shares shares of Company Common Stock formerly represented by such Certificate Company Certificate, in consideration therefor, and such Company Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Company Certificate (other than Company Certificates representing Excluded Sharesshares of Company Common Stock to be canceled pursuant to Section 2.01(b)) shall represent solely the right to receive the aggregate Merger Price relating theretoConsideration represented thereby. 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 paid to any person other than the person in whose name the Company Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price payment that the Company Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates Company Certificate shall pay to the Paying Agent any transfer or other taxes similar Taxes required by reason of the payment of the Merger Price Consideration to a person other than the registered holder of the Company Certificate surrendered, or shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax Tax has been paid or is not applicable.
(c) In At any time following the event six-month anniversary of the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to direct the delivery of any funds which previously had been made available to the Paying Agent and were not disbursed to holders of shares of Company Common Stock (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), Company Certificates and other documents in its possession relating to the Merger, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Company Certificate may surrender such Company Certificate to the Surviving Corporation and receive in consideration therefor the aggregate Merger Consideration relating thereto, without any interest. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a share of Company Common Stock for any Merger Consideration delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law.
(d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of any shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company 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 Consideration represented thereby, as provided in this Article II. From and after the Effective Time, the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided herein or by applicable law.
(e) The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock 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 (the "Code"), or any applicable provision of state, local or foreign Tax law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation.
(f) If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of person claiming such Certificate, the Paying Agent shall issue in exchange for such Company Certificate to be lost, stolen or destroyed Certificate and, if required by the Merger Price deliverable Surviving Corporation, the posting by such person of a bond, in respect thereof, provided that the holder of such Certificate shall, reasonable amount as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it as indemnity against any claim that may be made against it with respect to such Company Certificate, the Certificate claimed to have been Paying Agent will issue in exchange for such lost, stolen or destroyeddestroyed Company Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a).
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 3 contracts
Samples: Merger Agreement (Rosemore Inc), Merger Agreement (Rosemore Inc), Merger Agreement (Crown Central Petroleum Corp /Md/)
Payment for Shares. (a) From and after Prior to the Effective Time, Parent will cause Purchaser to make available to a bank or trust company or stock transfer agent mutually acceptable to designated by Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying AgentPAYING AGENT") in effecting sufficient funds to make the payment payments pursuant to Section 2.06 hereof on a timely basis to holders (other than Parent or Purchaser or any of the Merger Price in respect their respective Subsidiaries) of certificates (the "Certificates") that, Shares that are issued and outstanding immediately prior to the Effective Time, represented Shares entitled Time (such amounts being hereinafter referred to payment as the "PAYMENT FUND"). The Paying Agent shall make the payments provided for in the preceding sentence out of the Merger Price pursuant to Section 2.07Payment Fund. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement.
(b) Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each record holder holder, as of Certificates the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (other than Certificates representing Excluded Shares) the "CERTIFICATES"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available the Certificate and receiving payment therefor. Following surrender to the Paying Agent to enable it toof a Certificate, together with such letter of transmittal duly executed and such other documents as may be reasonably required by the Paying Agent shall, pay the holder of such Certificate shall be paid in exchange therefor cash in an amount (subject to any applicable withholding tax as specified in Section 2.10 hereof) equal to the Merger Price multiplied by product of the number of Shares formerly represented by such Certificate in consideration thereformultiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall 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 Pricecash payable upon the surrender of the Certificates. If the Merger Price (or any portion thereof) payment is to be delivered made to any person a Person (as defined in Section 9.09) other than the person Person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering Person requesting such Certificates shall payment pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price to a person Person other than the registered holder of the 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. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 3.01, each Certificate (other than Certificates representing Shares owned by Parent or Purchaser or any of their respective Subsidiaries) shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon.
(c) In the event If any Certificate shall have been lost, stolen or destroyed, upon the making of on an affidavit of that fact by the holder of Person claiming such Certificate, the Paying Agent shall issue in exchange for such Certificate to be lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereofand, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give if required by the Surviving Corporation Corporation, the posting by such person of a bond in such sum reasonable amount as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will deliver in exchange for such affidavit claiming such Certificate claimed to have been is lost, stolen or destroyed, the applicable Merger Consideration with respect to the Shares formerly represented thereby.
(d) After Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former shareholders of the Company for six months after the Effective Time, there Time shall be no transfers on repaid to the stock transfer books Surviving Corporation. Any former shareholders of the Company who have not complied with Section 3.01 hereof prior to the end of such six-month period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of the Certificates held by them. Neither Parent, the Surviving Corporation nor the Paying Agent, shall be liable to any holder of Shares which were outstanding for any monies delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to two years after the Effective Time (or such earlier date as shall be immediately prior to the Effective Time. Ifdate that such unclaimed funds would otherwise become subject to any abandoned property, after the Effective Timeescheat or similar law) unclaimed funds payable with respect to such certificates shall, Certificates are presented to the Surviving Corporation or extent permitted by applicable law, become the Paying Agent, they shall be surrendered and canceled in return for the payment property of the aggregate Merger Price relating Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto, as provided in this Article III.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cunningham Graphics International Inc), Merger Agreement (Automatic Data Processing Inc), Agreement and Plan of Merger (Automatic Data Processing Inc)
Payment for Shares. (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory 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 "Certificates") that, prior Prior to the Effective Time, represented Shares entitled Parent will deposit or cause to payment be deposited, with a U.S. bank or trust company designated by Parent and reasonably acceptable to the Company (the “Paying Agent”), in trust for the benefit of holders of the Merger Price Shares, sufficient cash to make the payments due pursuant to Section 2.071.06 on a timely basis to holders of Shares that are issued and outstanding immediately prior to the Effective Time (such amounts being hereinafter referred to as the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. Such funds may be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided, that (i) no such investment gains or losses thereon shall affect the Merger Consideration payable to the holders of Shares and following any losses that result in the amount of funds in the Payment Fund being insufficient to pay the portion of the aggregate Merger Consideration that remains unpaid, Parent shall promptly provide additional funds to the Paying Agent for the benefit of the former stockholders of the Company to the extent of such insufficiency and (ii) such investments shall be in obligations of, or guaranteed by, the United States of America. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement.
(b) Promptly As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each Person (as defined below) who, as of the Effective Time, was the record holder of Certificates Shares whose Shares were converted into the Merger Consideration pursuant to Section 1.06: (other than Certificates representing Excluded Sharesi) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and (ii) instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available the Certificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration. Following surrender to the Paying Agent to enable it toof a Certificate (or affidavit of loss in lieu thereof and bond as provided in Section 2.02(c)) or Book-Entry Shares, and the Paying Agent shalltogether with such letter of transmittal duly executed, pay the holder of such Certificate or Book-Entry Shares shall be paid in exchange therefor cash in an amount (subject to any applicable withholding Tax (as defined below)) equal to the Merger Price multiplied by product of the number of Shares formerly represented by such Certificate (or affidavit of loss in consideration thereforlieu thereof) or Book-Entry Shares multiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall 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 Pricecash payable upon the surrender of the Certificates or Book-Entry Shares. If the Merger Price (or any portion thereof) payment is to be delivered made to any person a Person other than the person Person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering Person requesting such Certificates shall payment pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of the Merger Price to a person Person other than the registered holder of the Certificate surrendered, surrendered or shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax Tax has been paid or is not applicable. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 2.02, each Certificate shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon.
(c) In the event If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of Person claiming such Certificate, the Paying Agent shall issue in exchange for such Certificate to be lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereofand, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give if required by the Surviving Corporation Corporation, the posting by such Person of a bond in such sum reasonable amount as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Certificate claimed to have been Paying Agent will deliver in exchange for such lost, stolen or destroyeddestroyed Certificate the applicable Merger Consideration with respect to the Shares formerly represented thereby.
(d) After Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former stockholders of the Company for one (1) year after the Effective Time, there Time shall be no transfers on delivered to the stock transfer books Surviving Corporation. Any former stockholders of the Company who have not complied with this Section 2.02 prior to the end of such one (1) year period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon. Neither Parent nor the Surviving Corporation shall be liable to any holder of Shares which were outstanding for any amounts (whether in respect of such Shares or otherwise) delivered from the Payment Fund or otherwise 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 the Effective Time. Ifdate that such unclaimed funds would otherwise become subject to any abandoned property, after escheat or similar Law, any unclaimed funds payable with respect to such Certificates shall, to the Effective Timeextent permitted by applicable Law, Certificates are presented become the property of the Surviving Corporation, and any former holder of Shares who has not theretofore complied with this Section 2.02 shall thereafter look only to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate their claim for Merger Price relating theretoConsideration, as provided in this Article IIIwithout any interest thereon.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Motorola Mobility Holdings, Inc), Merger Agreement
Payment for Shares. (a) From and after the Effective Time, a bank At or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory 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 "Certificates") that, prior to the Effective Time, represented Shares entitled Parent will, or will cause the Surviving Corporation to payment of deposit, or cause to be deposited, with a bank or trust company designated by Parent and reasonably acceptable to the Merger Price Company (the “Paying Agent”) sufficient funds to make the payments due pursuant to Section 2.071.06 on a timely basis to holders of Shares that are issued and outstanding immediately prior to the Effective Time (such amounts being hereinafter referred to as the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. Such funds may be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided, that (i) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Shares, and following any losses or events that result in the Payment Fund becoming not immediately available or that result in the amount of funds in the Payment Fund being insufficient to promptly pay the portion of the aggregate Merger Consideration that remains unpaid, Parent shall promptly provide additional funds to the Paying Agent for the benefit of the holders of Shares to the extent of such insufficiency and (ii) such investments shall be in obligations of or guaranteed by the United States of America or in commercial paper obligations rated A1 or P1 or better by Xxxxx’x Investor Services, Inc. or Standard & Poor’s Corporation, respectively. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement.
(b) Promptly As soon as reasonably practicable and in any event within five (5) Business Days after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each Person who, as of the Effective Time, was the record holder of Certificates Shares whose Shares were converted into the right to receive Merger Consideration pursuant to Section 1.06: (other than Certificates representing Excluded SharesA) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and (B) instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder Certificates (or affidavits of such Certificate loss in lieu thereof) or non-certificated Shares formerly represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Price Consideration multiplied by the number of Shares formerly evidenced by such Certificate or Book-Entry Shares, as applicable. Following surrender to the Paying Agent of a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares, together with such letter of transmittal duly executed, the holder of such Certificate or Book-Entry Shares shall be paid in exchange therefor cash in an amount (subject to any applicable withholding Tax) equal to the product of the number of Shares represented by such Certificate (or affidavit of loss in consideration thereforlieu thereof) or Book-Entry Shares multiplied by the Merger Consideration, and such Certificate or Book-Entry Shares shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall 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 Pricecash payable upon the surrender of the Certificates or Book-Entry Shares. If the Merger Price (or any portion thereof) payment is to be delivered made to any person a Person (as defined below) other than the person Person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer transfer. From and that after the person surrendering such Certificates Effective Time and until surrendered in accordance with the provisions of this Section 2.02, each Certificate and Book-Entry Share shall pay represent for all purposes solely the right to receive, in accordance with the Paying Agent any transfer or other taxes required by reason of the payment of terms hereof, the Merger Price to a person other than Consideration in cash multiplied by the registered holder number of the Shares evidenced by such Certificate surrenderedor Book-Entry Shares, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicablewithout any interest thereon.
(c) In the event If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of Person claiming such Certificate, the Paying Agent shall issue in exchange for such Certificate to be lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereofand, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give if required by the Surviving Corporation Corporation, the posting by such Person of a bond in such sum customary and reasonable amount as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Certificate claimed to have been Paying Agent will deliver in exchange for such lost, stolen or destroyeddestroyed Certificate the applicable Merger Consideration with respect to the Shares formerly represented thereby.
(d) After Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former stockholders of the Company for one year after the Effective Time, there Time shall be no transfers on delivered to the stock transfer books Surviving Corporation. Any former stockholders of the Surviving Corporation of any Shares which were outstanding immediately Company who have not complied with this Section 2.02 prior to the Effective Time. If, after the Effective Time, Certificates are presented end of such one-year period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) but only as general creditors thereof for payment of their claim for the Paying AgentMerger Consideration, they without any interest thereon. Neither Parent nor the Surviving Corporation shall be surrendered and canceled liable to any holder of Shares for any amounts (whether in return for respect of such Shares or otherwise) delivered from the payment of the aggregate Merger Price relating theretoPayment Fund or otherwise to a public official pursuant to any applicable abandoned property, as provided in this Article IIIescheat or similar Laws.
Appears in 2 contracts
Samples: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (American Medical Systems Holdings Inc)
Payment for Shares. (a) From and after On the Effective TimeClosing Date, the Armour Shareholders shall cause the Armour Shareholder Representative (as defined in Section 7.01) to deliver to Buyer a bank or trust company or stock transfer agent mutually acceptable written estimate of the Purchase Price, such estimate to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent be prepared upon consultation with Buyer (the "Paying AgentEstimated Purchase Price"), which shall be an amount equal to 800,000 (i.e. the number of shares of Xxxxxxx Class A Common Stock held by Armour) in effecting multiplied by the estimate of the Common Stock Merger Consideration Per Share delivered by Xxxxxxx to Buyer pursuant to Section 2.02(a) of the Merger Agreement, plus (i) the amount of any cash of Armour on the Closing Date after giving effect of the payment of any dividends permitted by Section 4.02 as reflected on the Merger Armour Closing Date Balance Sheet, and less (ii) the amount of any accrued but unpaid tax liability of Armour on the Closing Date as reflected in the Armour Closing Date Balance Sheet. Such written estimate of the Purchase Price in respect of certificates shall reflect the allocation between the Armour Preferred Stock and the Armour Common Stock (the "Certificates") that, prior amount so allocated to the Effective Time, represented Shares entitled to payment of Armour Common Stock hereinafter called the Merger Price pursuant to Section 2.07"Estimated Armour Common Stock Purchase Price").
(b) Promptly after On the Effective TimeClosing Date, subject to the Paying Agent terms and conditions herein contained, upon surrendering the certificates evidencing the Armour Capital Stock, duly endorsed or accompanied by duly executed assignments separate from certificate, Buyer shall mail remit the Estimated Purchase Price to or for the benefit of the Armour Shareholders as follows:
(i) Buyer shall pay by cashier's check to each record holder of Certificates Armour Preferred Stock an amount equal to the number of shares of Armour Preferred Stock held by such holder as specified in Exhibit A multiplied by an amount equal to the sum of (other than Certificates representing Excluded SharesA) a form of letter of transmittal Ten Dollars ($10.00) per share, plus (B) accrued but unpaid dividends thereon through the Closing Date, which shall specify that delivery payment shall be effected, in full and risk final satisfaction of loss and title the portion of the Purchase Price allocable to the Certificates Armour Preferred Stock in accordance with Section 1.02;
(ii) Buyer shall pass, only upon proper delivery remit to the Disbursing Agent under the Disbursing Agreement (as such terms are defined in Section 2.02 of the Certificates to the Paying Agent and instructions for use Merger Agreement) in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds immediately available to the Paying Agent to enable it tofunds, and the Paying Disbursing Agent shallshall hold in escrow pursuant to the escrow provisions of the Disbursing Agreement, pay an amount (the holder "Armour Escrow Amount) equal to Thirteen Million Dollars ($13,000,000) or, if the Escrow Amount (as defined in Section 2.02(a) of such Certificate the Merger Price Agreement) is calculated based on Ten Million Dollars ($10,000,000) pursuant to Section 2.02(a) of the Merger Agreement, Ten Million Dollars ($10,000,000), in either case multiplied by a fraction, the numerator of which is 800,000 and the denominator of which is the aggregate number of shares of Xxxxxxx Class A Common Stock and Xxxxxxx Class B Common Stock issued and outstanding on the Closing Date (including the 800,000 shares of Xxxxxxx Class A Common Stock held by Armour);
(iii) Buyer shall remit to the Disbursing Agent under the Disbursing Agreement in immediately available funds an amount (the "Reserve Amount") equal to 5% of the Estimated Armour Common Stock Purchase Price, such amount to be held by the Disbursing Agent pending a final determination of the Common Stock Merger Consideration Per Share under the Merger Agreement and a final determination of the Purchase Price under this Agreement; and
(iv) Buyer shall remit the balance of the Estimated Purchase Price remaining after the applications required by the foregoing clauses (i), (ii) and (iii) by cashier's check to the holders of the Armour Common Stock, pro rata based upon the number of Shares formerly represented shares of Armour Common Stock held by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right holder as reflected in Exhibit A, such application 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 Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates shall pay to the Paying Agent any transfer or other taxes required by reason of the constitute partial payment of the Merger Purchase Price to a person other than the registered holder of the Certificate surrendered, or shall establish allocable to the satisfaction of the Paying Agent that such tax has been paid or is not applicableArmour Common Stock.
(c) In If the event any Certificate Armour Escrow Amount shall have been lostcalculated under Section 2.02(b)(ii) based upon Thirteen Million Dollars ($13,000,000) but pursuant to Section 2.02(b) of the Merger Agreement the Escrow Amount under the Merger Agreement is thereafter recalculated based on Ten Million Dollars ($10,000,000), stolen or destroyedthen the Armour Escrow Amount shall be recalculated based on Ten Million Dollars ($10,000,000), upon in which event the making excess of an affidavit of that fact the Armour Escrow Amount as originally calculated pursuant to Section 2.02(b)(ii) over the Armour Escrow Amount as recalculated pursuant to this Section 2.02(c) shall be released from escrow and held by the holder of such Certificate, the Paying Disbursing Agent shall issue for distribution in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it accordance with respect to the Certificate claimed to have been lost, stolen or destroyedSection 2.02(e).
(d) After Upon delivery of the Effective TimeClosing Date Balance Sheet (as defined in Section 1.03 of the Merger Agreement) and final determination of the Common Stock Merger Consideration Per Share in accordance with the Merger Agreement, there the Armour Shareholders shall cause the Armour Shareholder Representative to deliver to Buyer and the Disbursing Agent a final written calculation of the Purchase Price allocable to the Armour Common Stock (the "Armour Common Stock Purchase Price"). Within two (2) business days of delivery of such calculation to Buyer, Buyer shall remit or cause to be remitted in immediately available funds to the Disbursing Agent for application in accordance with the Disbursing Agreement an amount equal to the excess (if any) of (i) the Armour Common Stock Purchase Price over the Estimated Armour Common Stock Purchase Price. Alternatively, if the Estimated Armour Common Stock Purchase Price exceeds the Armour Stock Purchase Price, the Disbursing Agreement shall provide for the Disbursing Agent to remit the amount of such excess to Buyer within two (2) days of receipt of a written request from Buyer.
(e) The Disbursing Agreement shall further provide that following the remittance to or by the Disbursing Agent in accordance with Section 2.02(d), the Disbursing Agent shall pay by cashier's check to the holders of Armour Common Stock an amount equal to the Reserve Amount plus or minus as the case may be, the amount of any payment by or to the Disbursing Agent pursuant to Section 2.02(d), plus (if applicable) any amount released from escrow pursuant to Section 2.02(c). Such payment shall be no transfers on allocated among the stock transfer books holders of Armour Stock pro rata based upon their ownership of Armour Common Stock as set forth in Exhibit A.
(f) The Disbursing Agreement shall authorize the Disbursing Agent to invest as therein provided any amounts from time to time held by the Disbursing Agent under the Disbursing Agreement, and to apply as therein provided any net profit resulting from, or interest or income produced by, such investments.
(g) The Disbursing Agreement shall provide that any remaining Armour Escrow Amount held by the Disbursing Agent under the Disbursing Agreement eighteen (18) months after the Closing Date (subject to the provisions of the Surviving Corporation Disbursing Agreement providing for the retention of any Shares which were outstanding immediately prior the Armour Escrow Amount in respect of escrow claims then pending) shall be paid by cashier's check to the Effective Time. Ifholders of Armour Common Stock, after such amount to be allocated among the Effective Timeholders of Armour Common Stock pro rata based upon their ownership of Armour Common Stock as set forth in Exhibit A, Certificates are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled in return for the payment final settlement of the aggregate Merger Price relating thereto, as provided in this Article IIIArmour Common Stock Purchase Price.
Appears in 2 contracts
Samples: Merger Agreement (Windy Hill Pet Food Co Inc), Stock Purchase Agreement (Windy Hill Pet Food Co Inc)
Payment for Shares. (a) From and after Prior to the Effective Time, Purchaser shall designate a bank or trust company or stock transfer agent mutually company, reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall , to act as paying agent in connection with the Merger (the "Paying Agent") pursuant to a paying agent agreement providing for the matters set forth in effecting this Section 2.2 and otherwise reasonably satisfactory to the payment of the Merger Price in respect of certificates (the "Certificates") that, prior to Company. At the Effective Time, represented Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent for the benefit of holders of Shares the aggregate consideration to which such holders shall be entitled to payment of at the Merger Price Effective Time pursuant to Section 2.071.10. Such funds shall be invested as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders of the Shares. Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation and no part thereof shall accrue to the benefit of the holders of the Shares.
(b) Promptly As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each record holder holder, as of Certificates the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (other than Certificates representing Excluded Sharesthe "Certificates"), whose Shares were converted pursuant to Section 1.10 into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement) and (ii) instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificatethe Certificates in exchange for payment of the Merger Consideration (together, Parent shall make funds available the "Transmittal Documents"). Upon surrender of a Certificate for cancellation to the Paying Agent or to enable it tosuch other agent or agents as may be appointed by Purchaser, and the Paying Agent shalltogether with such letter of transmittal, pay duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Price multiplied by the number of Shares Consideration for each Share formerly represented by such Certificate in consideration thereforCertificate, without any interest thereon, and such less any applicable withholding Taxes, and the Certificate so surrendered shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends shall be paid or accrued on If payment of the Merger Price. If the Merger Price (or any portion thereof) Consideration is to be delivered made to any person a Person (as hereinafter defined) other than the person Person in whose name the surrendered Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer transfer, that the signatures on the Certificate or any related stock power shall be properly guaranteed and that the person surrendering such 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 Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.
(c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.Person requesting
Appears in 2 contracts
Samples: Merger Agreement (Cameron Ashley Building Products Inc), Merger Agreement (Guardian Fiberglass Inc)
Payment for Shares. (a) From and after Prior to the Effective Time, Parent shall designate a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying exchange agent (the "Paying Exchange Agent") in effecting for the payment purpose of exchanging certificates representing Shares for the Merger Price in respect of certificates (the "Certificates") that, prior to Consideration. At the Effective Time, represented Shares entitled to payment Parent and Acquisition shall cause such funds as are required for the conversion of the Merger Price Shares pursuant to Section 2.072.05(c) hereof (the "Exchange Fund") to be deposited with the Exchange Agent.
(b) Promptly after the Effective Time, the Paying Surviving Corporation shall instruct the Exchange Agent shall to mail to each record holder of Certificates record of one or more shares of Company Common Stock, (other than Certificates representing Excluded Sharesi) a form of letter of transmittal transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates that immediately prior to the Effective Time represented outstanding Shares (each, a "Certificate") shall pass, only upon proper delivery of the Certificates Certificate to the Paying Exchange Agent and have such other provisions as Parent shall specify, and (ii) instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of the Certificates in exchange for Merger Consideration. Until surrendered as contemplated by this Section 2.07, each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall deemed at any time after the Effective Time to represent solely only the right to receive the aggregate Merger Price relating theretoConsideration. No interest or dividends shall will be paid or accrued on the Merger Price. If Consideration.
(c) Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Price Consideration payable in respect of the Shares previously represented by such Certificate, after giving effect to any applicable withholding tax, and the Certificate so surrendered shall forthwith be canceled.
(or any portion thereofd) If Merger Consideration is to be delivered paid to any person other than the person in whose name the Certificate Certificates for Shares surrendered is for conversion are registered, it shall be a condition to of the payment that such right to receive such Merger Price that the Certificate so surrendered shall Certificates be properly endorsed or and the signatures thereon properly guaranteed and otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment shall pay to the Paying Exchange Agent any transfer or other taxes required by reason of the payment delivery of the Merger Price Consideration to a person other than the registered holder of the Certificate surrenderedsuch Certificate, or shall establish to the satisfaction of the Paying Exchange Agent that such tax has been paid or is not applicable.
(ce) Any portion of the Exchange Fund held by the Exchange Agent for delivery pursuant to this Section 2.07 and unclaimed at the end of six months after the Effective Time shall be repaid or redelivered to Parent, upon demand, and any holders of Certificates who have not theretofore complied with this Section 2.07 shall, subject to applicable law, thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of such holders' Shares. Notwithstanding the foregoing, none of Parent, the Surviving Corporation or the Exchange Agent shall be liable to any holder of Shares of Company Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. Any amounts unclaimed by holders of Shares two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become the property of any governmental entity) shall, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any person previously entitled thereto.
(f) The Exchange Agent shall invest any cash in the Exchange Fund, as directed by Parent, in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest or (iii) commercial paper rated, at the time of purchase, in either of the two highest quality categories by both Mxxxx'x Investors Services Inc. and Standard & Poor's Ratings Group, a division of MxXxxx-Xxxx, Inc., and any net earnings with respect thereto shall be paid to Parent as and when requested by Parent. In the event the Exchange Fund shall realize a loss on any Certificate such investment, Parent shall have been lost, stolen or destroyed, upon promptly thereafter deposit in the making Exchange Fund cash in an amount sufficient to enable the Exchange Fund to satisfy all remaining obligations originally contemplated to be paid out of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyedExchange Fund.
(dg) After At and after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation Company shall be closed, and there shall be no further registrations of any Shares which were outstanding immediately prior to transfers of shares of Company Common Stock thereafter on the Effective Timerecords of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation Corporation, Parent or the Paying AgentExchange Agent for any reason, they shall be surrendered canceled and canceled in return exchanged for the payment of the aggregate Merger Price relating thereto, Consideration as provided in this Article IIISection 2.07.
Appears in 2 contracts
Samples: Merger Agreement (Cdsi Acquisition Corp), Merger Agreement (Control Data Systems Inc)
Payment for Shares. Subject to ------------------------------------------------------------------ the provisions hereof, this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (a) From and after the Effective Time"Exercise Agreement"), a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or offi-cial bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) on or after ninety (90) days following the date on which this Warrant is issued, if the resale of the Warrant Shares by the holder is not then registered pursuant to an agreement satisfactory to Parent and effective registration statement under the Company) shall act Securities Act of 1933, as paying agent amended (the "Paying AgentSecurities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in effecting the payment Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the Merger Price close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been deliv-ered, and payment shall have been made for such shares as set forth above. Certifi-cates for the Warrant Shares xx xurchased, representing the aggregate number of shares specified in respect of certificates (the "Certificates") thatExercise Agreement, prior shall be delivered to the Effective Timeholder hereof within a reasonable time, represented Shares entitled to payment not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Timesuch holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Paying Agent shall mail to each record holder Company shall, at its expense, at the time of Certificates (other than Certificates representing Excluded Shares) a form delivery of letter of transmittal which shall specify that delivery shall be effectedsuch certificates, and risk of loss and title deliver to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares formerly represented by such Certificate in consideration thereforwithin three (3) business days after this Warrant is exercised, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely then 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 Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates Company shall pay to the Paying Agent any transfer or other taxes required by reason holder in cash or, at the option of the payment holder, in shares of Common Stock valued at the Exercise Price, an amount (the "Default Amount") equal to 2% of the Merger number of Warrant Shares that the holder is entitled to multiplied by the Market Price for each day that the Company fails to a person other than deliver certificates for the registered Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Default Amount shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of the Certificate surrendered, this Warrant be entitled to exercise a number of Warrants (or shall establish to the satisfaction portions thereof) in excess of the Paying Agent that such tax has been paid number of Warrants (or is not applicable.
portions thereof) upon exercise of which the sum of (ci) In the event any Certificate shall have been lost, stolen or destroyed, upon the making number of an affidavit shares of that fact Common Stock beneficially owned by the holder and its affiliates (other than shares of such Certificate, Common Stock which may be deemed beneficially owned through the Paying Agent shall issue ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Debentures (as defined in exchange for such lost, stolen the Securities Purchase Agreement)) subject to a limitation on conversion or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent exercise analogous to the payment limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it ) with respect to which the Certificate claimed to have been lostdetermination described herein is being made, stolen or destroyed.
(d) After would result in beneficial ownership by the Effective Timeholder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, there beneficial ownership shall be no transfers on the stock transfer books determined in accordance with Section 13(d) of the Surviving Corporation Securities Exchange Act of any Shares which were outstanding immediately prior 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Effective TimeCompany. If, after the Effective Time, Certificates are presented Notwithstanding anything to the Surviving Corporation or contrary contained herein, the Paying Agent, they shall limitation on exercise of this Warrant set forth herein may not be surrendered and canceled in return for amended without (i) the payment written consent of the aggregate Merger Price relating thereto, as provided in this Article III.holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company. -
Appears in 2 contracts
Samples: Warrant Agreement (Imaging Technologies Corp/Ca), Warrant Agreement (Imaging Technologies Corp/Ca)
Payment for Shares. (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory 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 "Certificates") that, prior Prior to the Effective Time, represented Shares entitled Parent shall designate a bank or trust company, reasonably acceptable to payment of the Company, to act as paying agent in connection with the Merger Price (the "PAYING AGENT") pursuant to a paying agent agreement providing for the matters set forth in this Section 2.05 and otherwise reasonably satisfactory to the Company. At the Effective Time, Parent shall deposit, or cause to be deposited, in trust with the Paying Agent for the benefit of holders of Shares the aggregate consideration to which such holders shall be entitled at the Effective Time pursuant to Section 2.072.04. Such funds shall be invested as directed by the Surviving Corporation pending payment thereof by the Paying Agent to holders of the Shares. Earnings from such investments shall be the sole and exclusive property of the Surviving Corporation and no part thereof shall accrue to the benefit of the holders of the Shares.
(b) Promptly As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each record holder holder, as of Certificates the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (other than Certificates representing Excluded Sharesthe "CERTIFICATES"), whose Shares were converted pursuant to Section 2.04 into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as the Surviving Corporation shall specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for payment of the Merger Consideration (together, the "TRANSMITTAL DOCUMENTS"). Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, without any interest thereon, and less any applicable withholding taxes, and the Certificate so surrendered shall forthwith be canceled. Until surrendered in accordance with the provisions of and as contemplated by this Section 2.05 each Certificate (other than Certificates and receiving representing Shares subject to Section 2.04(b)) shall be deemed at any time after the aggregate Effective Time to represent only the right to receive the Merger Price Consideration in respect thereofcash as contemplated by this Section 2.05. Upon the surrender of each such CertificateCertificates in accordance with the terms and instructions contained in the Transmittal Documents, Parent shall make funds available to cause the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate Certificates in exchange therefor cash in an amount equal to the Merger Price Consideration multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded SharesShares subject to Section 2.04(b)).
(c) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends shall be paid or accrued on If payment of the Merger Price. If the Merger Price (or any portion thereof) Consideration is to be delivered made to any person a Person other than the person Person in whose name the surrendered Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer transfer, that the signatures on the Certificate or any related stock power shall be properly guaranteed and that the person surrendering Person requesting such Certificates payment shall pay to the Paying Agent have paid any transfer or and other taxes required by reason of the payment of the Merger Price Consideration to a person Person other than the registered holder of the Certificate surrendered, surrendered or shall establish have established to the satisfaction of the Paying Agent Surviving Corporation that such tax either has been paid or is not applicable.
(c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After From and after the Effective Time, there shall be no transfers on the stock transfer books holders of the Surviving Corporation Certificates evidencing ownership of any Shares which were outstanding immediately prior to the Effective Time. IfTime shall cease to have any rights with respect to such Shares, except as otherwise provided herein or by applicable law.
(e) Promptly following the date which is six (6) months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any cash (including any earnings and interest received with respect thereto), Certificates are presented and other documents in its possession relating to the Merger, which had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon and the Paying Agent's duties shall terminate.
(f) Parent or the Paying Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of the Shares such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, they such withheld amounts shall be surrendered and canceled in return treated for all purposes of this Agreement as having been paid to the payment holder of the aggregate Merger Price relating thereto, as provided Shares in respect of which such deduction and withholding was made by Parent or the Paying Agent.
(g) Notwithstanding anything to the contrary in this Article IIISection 2.05, none of the Paying Agent, Parent or the Surviving Corporation shall be liable to any holder of a Certificate formerly representing Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If Certificates are not surrendered prior to two (2) years after the Effective Time, unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.
Appears in 2 contracts
Samples: Merger Agreement (Simpson Industries Inc), Merger Agreement (Mascotech Inc)
Payment for Shares. (a) From and after the Effective TimeParent shall make available, or shall cause to be made available, with a bank or trust company or stock transfer paying agent mutually acceptable to selected by Parent and the Company (pursuant to an agreement reasonably satisfactory to Parent and the Company) shall act as paying agent Company (the "Paying Agent"), the following: (i) in effecting cash to be paid pursuant to Section 4.1(a) and (ii) cash to be paid on the payment exercise of the Merger Price in respect of certificates (the "Certificates") that, any Options to purchase Shares outstanding immediately prior to the Effective Time, represented Shares entitled to payment Time which have an exercise price of less than the Merger Price pursuant Consideration, less, with respect to Section 2.07each such Option, the exercise price thereof.
(b) Promptly after the Effective Time, Parent shall cause the Paying Agent shall to mail (or deliver at its principal office) to each record holder of Certificates record of a certificate or certifi xxxxx representing Shares (other than Certificates representing Excluded Sharesi) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates for Shares shall pass, only upon proper delivery of the Certificates certificates for Shares to the Paying Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent may reasonably specify, and (ii) instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available the certificates for Shares. Upon surrender of a certificate for Shares to the Paying Agent Agent, or upon notice of the exercise of Options, accompanied by such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to enable it toreceive the amount which such holder has the right to receive pursuant to the provisions of this Article IV, after giving effect to any required withholding tax, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of certificate for Shares formerly represented by such Certificate in consideration therefor, and such Certificate so surrendered shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends shall will be paid or accrued on any amount payable upon the Merger Pricesurrender of any certificate for Shares. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 Certificate surrendered, certificate surrendered or shall establish to the reasonable satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable.
(c) In . One hundred and eighty days following the event any Certificate Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in to deliver to it any funds (including any interest received with respect thereof, provided that the holder of such Certificate shall, as a condition precedent thereto) made available to the payment thereofPaying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, give and thereafter such holders shall be entitled to look to the Surviving Corporation a bond in such sum only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lostcash payable upon due surrender of their certificates. Notwithstanding the foregoing, stolen or destroyed.
(d) After neither the Effective Time, there Paying Agent nor any party hereto shall be no transfers on the stock transfer books liable to any holder of the certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of any 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 in connection with the exchange of cash for Shares and Parent shall be surrendered reimburse the Surviving Corporation for such charges and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIexpenses.
Appears in 2 contracts
Samples: Merger Agreement (Transitional Hospitals Corp), Merger Agreement (Transitional Hospitals Corp)
Payment for Shares. (a) From and after At the Effective Time, each holder of a bank certificate or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory 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 "Certificates"“Certificate”) that, prior to the Effective Time, represented theretofore representing issued and outstanding Shares entitled to payment of receive the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Consideration therefore may surrender such Certificates to the Paying Agent Purchaser or the Surviving Corporation and instructions for use receive in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificateexchange therefore, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by Consideration as provided in Section 1.8 immediately upon such Certificate in consideration therefor, and such Certificate shall forthwith be canceledsurrender. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right In case any payment pursuant 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) this Section 1.10 is to be delivered made to any person a holder other than the person in whose name the Certificate registered owner of a surrendered is registeredCertificate, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that all applicable transfer and other similar Taxes shall have been paid by the person surrendering such Corporation (or the Surviving Corporation). Until surrendered in accordance with the provisions of this Section 1.10, the Certificate or Certificates shall pay which immediately prior to the Paying Agent any transfer or other taxes required by reason of Effective Time represented all the payment of issued and outstanding Shares shall represent for all purposes only the right to receive the Merger Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicableConsideration.
(cb) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of Person claiming such CertificateCertificate to be lost, stolen or destroyed, the Paying Agent Purchaser or the Surviving Corporation shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable Consideration payable in respect thereofexchange therefore pursuant to this Article 1. The Board of Directors of the Purchaser or the Surviving Corporation may, provided that the holder of such Certificate shall, in its discretion and as a condition precedent to the payment issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give the Purchaser or the Surviving Corporation Corporation, as the case may be, a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it as indemnity against any claim Claim that may be made against it the Surviving Corporation with respect to the Certificate claimed alleged to have been lost, stolen or destroyed.
(dc) After Promptly following the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares date which were outstanding immediately prior to the Effective Time. If, is six months after the Effective TimeClosing Date, Certificates are presented each holder of a Certificate may surrender such Certificate to the Surviving Corporation or and, subject to applicable abandoned property, escheat and similar laws, receive in exchange therefore the Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in Consideration payable pursuant to this Article IIII without any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Synthesis Energy Systems Inc), Agreement and Plan of Merger (Synthesis Energy Systems Inc)
Payment for Shares. (a) From and after Purchaser shall make available or cause to ------------------ be made available to the Effective Time, a bank or trust company or stock transfer paying agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and appointed by Purchaser with the Company) shall act as paying agent 's prior approval (the "Paying Agent") amounts sufficient in the aggregate to ------------ provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record (other than any of the Purchaser Companies) of Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented any of such Shares entitled to in exchange for payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions for use thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in surrendering the amount to which such Certificates and receiving persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the aggregate Merger Price in respect thereof. Upon amount payable upon the surrender of each any such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Pricecertificate. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable.
(c) In . One hundred and eighty days following the event any Certificate Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in to deliver to it any funds (including any interest received with respect thereof, provided that the holder of such Certificate shall, as a condition precedent thereto) made available to the payment thereofPaying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, give and thereafter such holders shall be entitled to look to the Surviving Corporation a bond in such sum only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lostcash payable upon due surrender of their certificates. Notwithstanding the foregoing, stolen or destroyed.
(d) After neither the Effective Time, there Paying Agent nor any party hereto shall be no transfers on the stock transfer books liable to any holder of the certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of any 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 in connection with the exchange of cash for Shares and Purchaser shall be surrendered reimburse the Surviving Corporation for such charges and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIexpenses.
Appears in 2 contracts
Samples: Merger Agreement (Nellcor Puritan Bennett Inc), Merger Agreement (Mallinckrodt Inc /Mo)
Payment for Shares. (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually designated by New Holland and reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price Consideration in respect of certificates (the "Company Certificates") that, prior to the Effective Time, represented Shares shares of Company Common Stock entitled to payment of the Merger Price Consideration pursuant to Section 2.072.01(a). At the Effective Time Fiat and New Holland shall cause to be provided to the Paying Agent cash in amounts necessary to pay for the shares of Company Common Stock pursuant to Section 2.01. Such funds shall be invested by the Paying Agent as directed by Fiat and New Holland.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of the Company Certificates that immediately prior to the Effective Time represented shares of Company Common Stock (other than Certificates representing Excluded Sharesi) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Paying Agent Agent) (the "Letter of Transmittal") and (ii) instructions for use in surrendering such Company Certificates and receiving the aggregate Merger Price in respect thereofexchange for payment therefor. Upon the surrender of each such Company Certificate, Parent shall make funds available 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, the Paying Agent to enable it to, and the Paying Agent shall, shall pay the holder of such Company Certificate the Merger Price Consideration multiplied by the number of Shares shares of Company Common Stock formerly represented by such Certificate Company Certificate, in consideration therefor, and such Company Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Company Certificate (other than Company Certificates representing Excluded SharesDissenting Shares and Company Certificates representing shares of Company Common Stock owned by New Holland or any wholly owned subsidiary of New Holland or held in the treasury by the Company or by any wholly owned subsidiary of the Company) 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 paid to any person other than the person in whose name the Company Certificate formerly representing shares of Company Common Stock surrendered is registered, it shall be a condition to such right to receive such Merger Price payment that the Company Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates Company Certificate shall pay to the Paying Agent any transfer or other similar taxes required by reason of the payment of the Merger Price Consideration to a person other than the registered holder of the Company Certificate surrendered, or shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax has been paid or is not applicable.
(c) In At any time following the event six-month anniversary of the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver any funds which had been made available to the Paying Agent and not disbursed to holders of shares of Company Common Stock (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), Company Certificates and other documents in its possession relating to the Merger, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Company Certificate formerly representing shares of Company Common Stock may surrender such Company Certificate to the Surviving Corporation and receive in consideration therefor the aggregate Merger Consideration relating thereto, without any interest or dividends thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a share of Company Common Stock for any Merger Consideration delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law.
(d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of any shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates formerly representing shares of Company Common Stock 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 Consideration relating thereto, as provided in this Article II, subject to applicable law in the case of Dissenting Shares. From and after the Effective Time, the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided herein or by applicable law.
(e) The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock 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 (the "Code"), or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation, except that such treatment shall not apply to any withholding tax imposed by any foreign jurisdiction.
(f) If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of person claiming such Certificate, the Paying Agent shall issue in exchange for such Company Certificate to be lost, stolen or destroyed Certificate and, if required by the Merger Price deliverable Surviving Corporation, the posting by such person of a bond, in respect thereof, provided that the holder of such Certificate shall, reasonable amount as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum may direct, as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it indemnity against any claim that may be made against it with respect to such Company Certificate, the Certificate claimed to have been Paying Agent will issue in exchange for such lost, stolen or destroyeddestroyed Company Certificate the Merger Consideration to which the holders thereof are entitled pursuant to Section 2.01(a).
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 2 contracts
Samples: Merger Agreement (Case Corp), Merger Agreement (Case Credit Corp)
Payment for Shares. (a) Section 2.10.1 From and after the Effective Time, a such bank or trust company or stock transfer agent mutually as shall be designated by the Purchaser and reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "“Paying Agent"”) in effecting the payment of the Merger Price Consideration in respect of certificates (the "“Certificates"”) that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price Consideration pursuant to Section 2.072.6.1. Promptly following the Effective Time, the Purchaser shall deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Consideration to which holders of Shares shall be entitled at the Effective Time pursuant to Section 2.6.1.
(b) Section 2.10.2 Promptly after the Effective Time, the Purchaser shall cause the Paying Agent shall to mail to each record holder of Certificates (other than Certificates representing Excluded Shares) that, immediately prior to the Effective Time, represented Shares a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent, and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price Consideration in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, shall pay the holder of such Certificate the Merger Price Consideration multiplied by the number of Shares formerly represented by such Certificate Certificate, in consideration therefor, and such Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares held by Parent, the Purchaser, any wholly-owned subsidiary of either Parent or the Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company or Dissenting Shares) shall represent solely the right to receive the aggregate Merger Price Consideration relating thereto. No interest or dividends shall be paid or accrued accrue 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 Certificate formerly representing Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates Shares shall pay to the Paying Agent any transfer or other similar taxes required by reason of the payment of the Merger Price Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.
(c) In the event Section 2.10.3 If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder person claiming such Certificate to be lost, stolen or destroyed and, if required by the Purchaser, the posting by such person of a bond, in such reasonable amount as the Purchaser may direct, as indemnity against any claim that may be made against any of Parent, the Purchaser, the Surviving Corporation or the Paying Agent with respect to such Certificate, the Paying Agent shall issue in exchange for Purchaser will pay to the holder of such lost, stolen or destroyed Certificate the aggregate Merger Price deliverable in respect thereofConsideration relating thereto, provided that without any interest thereon.
Section 2.10.4 Promptly following the holder of such Certificate shalldate which is 180 days after the Effective Time, as a condition precedent the Paying Agent shall deliver to the payment thereof, give the Surviving Corporation all cash, 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 bond in Certificate formerly representing a Share may surrender such sum as it may direct or otherwise indemnify Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration relating thereto, without any interest thereon. None of Parent, the Purchaser or the Company shall be liable to any holder of Shares for any cash delivered to a manner satisfactory public official pursuant to it against any claim that may be made against it with respect to the Certificate claimed to have been lostabandoned property, stolen escheat or destroyedsimilar Law.
(d) Section 2.10.5 After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Price Consideration relating thereto, as provided in this Article III2.
Appears in 2 contracts
Samples: Merger Agreement (Mossimo Inc), Merger Agreement (Mossimo Giannulli)
Payment for Shares. (a) From and after Prior to the Effective Time, Parent shall designate a bank or trust company or stock transfer agent mutually acceptable registered with the Securities and Exchange Commission to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Exchange Agent") in effecting for the payment exchange of the Merger Price in respect Consideration to the holders of certificates representing shares of Company Common Stock (the "Certificates") that, prior to and uncertificated shares of Company Common Stock (the "Book-Entry Shares"). At the Effective Time, represented there shall be no further registration of transfers of shares of Company Common Stock thereafter on the stock transfer records of the Company. From time to time after the Effective Time, Parent shall make available, or cause the Surviving Company to make available, to the Exchange Agent (i) Book Entry Shares entitled to payment or Certificates, as the case may be, in amounts and at the times necessary for the exchange of the Merger Price Consideration pursuant to Section 2.073.1(a) (the "Exchange Schedule").
(b) Promptly after the Effective Time, Parent or the Paying Surviving Company shall send, or shall cause the Exchange Agent shall mail to send, to each record holder of Certificates record of Company Common Stock at the Effective Time: (other than Certificates representing Excluded Sharesi) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent Exchange Agent) and (ii) instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available the Certificates or Book-Entry Shares in exchange for the Merger Consideration. Upon surrender to the Paying Exchange Agent to enable it toof a Certificate (or affidavit of loss and bond as provided in Section 3.6(e)) or Book-Entry Shares, together with such letter of transmittal duly and validly completed and executed, and such other customary documents as may reasonably be requested by the Paying Agent shallExchange Agent, pay the holder of such Certificate the Merger Price multiplied by or Book-Entry Shares shall be entitled to receive in exchange therefor the number of Shares formerly represented by common shares equal to the Merger Consideration such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely holder has the right to receive the aggregate Merger Price relating theretopursuant to Section 3.1(a). No interest or dividends shall be paid or accrued on If payment of any portion of the Merger Price. If the Merger Price (or any portion thereof) Consideration is to be delivered made to any person a Person other than the person Person in whose name the Certificate or Book-Entry Share surrendered is registered, it shall be a condition to such right to receive such Merger Price that as further conditions of exchange (i) the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that (ii) the person surrendering Person requesting such Certificates exchange shall pay to the Paying Agent any transfer or other taxes fees required by reason of the payment of the Merger Price to a person Person other than the registered holder of the Certificate surrendered. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 3.5, each Certificate and Book-Entry Share shall represent for all purposes solely the right to receive the Merger Consideration in accordance with the terms hereof. No cash shall be paid in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor pursuant to Section 3.6(d) of this Agreement. At the Effective Time, the Company shall establish not be subject to the satisfaction or required to pay any dividends or distributions to which any such holder is entitled pursuant to Section 3.5(c) of the Paying Agent that such tax has been paid or is not applicablethis Agreement.
(c) In All shares of Parent Common Stock to be issued pursuant to this Agreement shall be deemed issued and outstanding as of the event Effective Time, and whenever Parent declares a dividend or other distribution in respect of the Parent Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement; provided that no dividends or other distributions declared or made in respect of the Parent Common Stock shall be paid to the holder of any un-surrendered Certificate or un-transferred Book Entry Shares until the holder of such Certificate or Book-Entry Shares shall surrender such Certificate or transfer such Book-Entry Shares in accordance with this Article III. Subject to the effect of applicable Laws, following the surrender of any such Certificate or transfer of Book-Entry Shares, there shall be paid to such holder, shares of Parent Common Stock issuable in exchange therefor, (a) promptly after the time of such surrender, the amount of any dividends or other distributions of Parent Common Stock to which such holder is entitled pursuant to Section 3.1 with a record date after the Effective Time that was paid prior to the time of such surrender or transfer with respect to such whole shares of Parent Common Stock, and (b) at the appropriate payment date after payment of the Merger Consideration, the amount of dividends or other distributions, if any, with a record date at or after the Effective Time but prior to such surrender or transfer and a payment date subsequent to such surrender or transfer payable with respect to such shares of Parent Common Stock.
(d) No certificates or scrip representing fractional shares of Parent Common Stock or Book-Entry Shares of the same shall be issued upon the surrender (or transfer for exchange) of Certificates or Book-Entry Shares for Merger Consideration, and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock.
(e) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of Person claiming such Certificate, the Paying Agent shall issue in exchange for such Certificate to be lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereofand, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give if required by the Surviving Corporation Company, the posting by such Person of a bond in such sum amount as it the Surviving Company or the Exchange Agent may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it as indemnity against any claim that may be made against it with respect to such Certificate, the Certificate claimed to have been Exchange Agent will deliver in exchange for such lost, stolen or destroyeddestroyed Certificate the applicable Merger Consideration in respect of such Certificate and any dividends or distributions, if any, with respect to shares of Parent Common Stock to which such holders are entitled pursuant to Section 3.5(c) of this Agreement.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 2 contracts
Samples: Merger Agreement (American Cannabis Company, Inc.), Merger Agreement (American Cannabis Company, Inc.)
Payment for Shares. (a) From and after Prior to the Effective Time, Parent shall (i) designate a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent depositary in the Merger (the "Paying AgentDepositary") in effecting and Parent shall enter into an agreement with the payment of the Merger Price in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price Depositary pursuant to Section 2.07.
(b) Promptly which, after the Effective Time, the Paying Agent Depositary will distribute the Merger Consideration on a timely basis and (ii) irrevocably deposit or cause to be deposited with the Depositary the amounts required with respect to the conversion of shares of Common Stock at the Effective Time pursuant to Section 1.8(c) hereof as share certificates are surrendered.
(a) As soon as practicable after the Effective Time, the Depositary shall be instructed to mail to each record holder of Certificates (other than Certificates representing Excluded SharesXxxxxxx, Parent, Purchaser and their respective affiliates and any Subsidiary of the Company or any holder claiming the right to dissent) of a certificate or certificates that immediately prior to the Effective Time represented Shares (the "Certificates") a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Depositary) and instructions for its use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such the Certificates in exchange for the Merger Consideration in customary form to be agreed to by Parent and the Company prior thereto. Upon surrender to the Depositary of a Certificate, Parent shall make funds available to together with a letter of transmittal duly executed and completed in accordance with the Paying Agent to enable it toinstructions thereon, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by shall be entitled to receive in exchange consideration equal to the number of Shares formerly shares of Common Stock represented by such Certificate in consideration therefor, multiplied by the Merger Consideration and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating theretocancelled. No interest or dividends shall will be paid or accrued on the Merger PriceConsideration. If the Merger Price (or any portion thereof) Consideration is to be delivered distributed to any a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition to of such right to receive such Merger Price distribution that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer (including signature guarantees if required by Parent) and that the person surrendering requesting such Certificates distribution shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price such distribution to a person other than the registered holder of the Certificate surrenderedsurrendered or, or shall in the alternative, establish to the satisfaction of the Paying Agent Surviving Corporation that such tax has been paid or is not applicable.
(c) In . After 12 months following the event any Certificate shall have been lostEffective Time, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in may require the Depositary to deliver to it any cash (including any interest received with respect thereto) that it has made available to the Depositary and that has not been disbursed to holders of Certificates, and thereafter such sum as it may direct or otherwise indemnify holders shall be entitled to look at the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it only as general creditors with respect to the cash payable upon due surrender of their Certificates. The Surviving Corporation shall pay all charges and expenses, including those of the Depositary, in connection with the distribution of the Merger Consideration. Until surrendered in accordance with the provision of this Section 3.2, each Certificate claimed (other than Certificates representing shares of Common Stock held by Xxxxxxx, Parent, Purchaser and their respective affiliates, any Subsidiary of the Company or any holder claiming a right to dissent) shall represent for all purposes the right to receive consideration equal to the Merger Consideration multiplied by the number of shares of Common Stock evidenced by such Certificate. From and after the Effective Time, holders of Certificates immediately prior to the Merger shall have been lostno right to vote or to receive any dividends or other distributions with respect to any shares of Common Stock that were represented by such Certificates, stolen other than any dividends or destroyedother distributions payable to holders of record as of a date prior to the Effective Time, and shall have no other rights in respect thereof other than as provided herein or by law.
(db) After From and after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which the shares of Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation Corporation, which are not Certificates in respect of (i) shares of Common Stock held by Xxxxxxx, Parent, Purchaser and their respective affiliates, (ii) shares of Common Stock held by any Subsidiary of the Company or (iii) Dissenting Shares, the Paying Agentrights to which have been perfected and not withdrawn or lost under the DGCL, they shall be surrendered cancelled and canceled in return exchanged for the payment of the aggregate Merger Price relating thereto, Consideration as provided in this Article III.
Appears in 2 contracts
Samples: Merger Agreement (Murdock David H), Merger Agreement (Dole Food Company Inc)
Payment for Shares. (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) 's transfer agent, American Stock Transfer & Trust Company, shall act as paying exchange agent (the "Paying Exchange Agent") in effecting the payment of the Merger Price in respect of certificates (the "Certificates") that, prior ). Prior to the Effective Time, represented Shares MergerCo shall deposit, or take all steps necessary to cause to be deposited, with the Exchange Agent the aggregate Company Merger Consideration (such aggregate Company Merger Consideration being hereinafter referred to as the "Stock Exchange Fund") that holders of shares of Company Common Stock and shares of Company Preferred Stock shall be entitled to payment of the Merger Price receive pursuant to Section 2.072.1.
(b) Promptly Promptly, and in any event within three business days after the Effective Time, MergerCo shall cause the Paying Exchange Agent shall to mail to each record holder of Certificates record of a certificate(s) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Preferred Stock (other than Certificates representing Excluded Shares"Certificates") (i) a form of letter of transmittal (the "Company Letter of Transmittal") which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates duly endorsed to the Paying Exchange Agent and in such form and with such other provisions as MergerCo may reasonably specify and (ii) instructions for use in surrendering such effecting the surrender of the Certificates and receiving the aggregate Merger Price Common Stock Consideration or Preferred Stock Consideration, as applicable, in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available a Certificate for cancellation to the Paying Exchange Agent to enable it totogether with such Company Letter of Transmittal, duly executed and completed in accordance with the Paying Agent shallinstructions thereto, pay the holder of such Certificate shall be entitled to receive in exchange therefor a check representing the Merger Price multiplied by amount of the number of Shares formerly represented by aggregate Common Stock Consideration or Preferred Stock Consideration, as applicable, to which such Certificate in consideration thereforholder shall be entitled, after giving effect to any required withholding tax, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such 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 Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.
(c) canceled forthwith. In the event of a transfer of ownership of Company Common Stock or Company Preferred Stock which is not registered in the transfer records of the Company, checks for the aggregate Common Stock Consideration or Preferred Stock Consideration, as applicable, to which such holder shall be entitled may be issued and paid to such a transferee if the Certificate representing shares of such Company Common Stock or Company Preferred Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably acceptable to the Exchange Agent that any Certificate shall applicable stock transfer taxes have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After paid. Immediately following the Effective Time, there the Exchange Agent shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return make appropriate arrangements for the immediate payment of the aggregate Merger Price relating thereto, as provided applicable Common Stock Consideration or Preferred Stock Consideration to the beneficial owners of any shares of Company Common Stock or Company Preferred Stock that are held in this Article III.book-entry or other
Appears in 2 contracts
Samples: Merger Agreement (First Washington Realty Trust Inc), Merger Agreement (First Washington Realty Trust Inc)
Payment for Shares. (a) From On or prior to the Closing Date, Acquiror will, or will cause the Surviving Corporation to, deposit, or cause to be deposited, with a bank or trust company designated by Acquiror and reasonably acceptable to the Company (the “Paying Agent”) sufficient funds to make the aggregate payments of the Merger Consideration due pursuant to Section 3.01 (such amount being hereinafter referred to as the “Payment Fund”). The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. The Payment Fund may be invested by the Paying Agent as directed by Acquiror or the Surviving Corporation; provided, that (x) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Shares pursuant to this Agreement, (y) following any such losses that result in the amount of funds in the Payment Fund being insufficient to promptly pay the portion of the aggregate Merger Consideration that remains unpaid, Acquiror shall promptly provide additional funds to the Paying Agent to the extent of such insufficiency, and (z) such investments shall be in obligations of or guaranteed by the United States of America or in commercial paper obligations rated P-1 or A-1 or better by Xxxxx’x Investor Services, Inc. or Standard & Poor’s Corporation, respectively, or in any combination of the foregoing. Any interest and other income resulting from such investment shall be paid solely to Acquiror. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement.
(b) As soon as reasonably practicable, and in any event within three (3) Business Days, after the Effective Time, a bank or trust company or stock transfer agent mutually acceptable the Surviving Corporation shall cause the Paying Agent to Parent and the Company (pursuant mail to an agreement satisfactory to Parent and the Company) shall act each Person who, as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in respect of certificates (the "Certificates") that, immediately prior to the Effective Time, represented was the record holder of Shares entitled whose Shares were converted into the right to payment of receive the Merger Price Consideration pursuant to Section 2.07.
3.01: (b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Sharesi) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and (ii) instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder Certificates (or affidavits of such Certificate loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Price Consideration multiplied by the number of Shares formerly evidenced by such Certificate or Book-Entry Shares. Following surrender to the Paying Agent of a Certificate, Book-Entry Shares or affidavit of loss in lieu thereof, together with such letter of transmittal duly executed, and such other documents as may be required by the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be paid in exchange therefor cash in an amount (subject to any applicable withholding Tax) equal to the product of the number of Shares represented by such Certificate Certificate, Book-Entry Shares or affidavit of loss in consideration thereforlieu thereof multiplied by the Merger Consideration, and such Certificate or Book-Entry Shares (or Shares represented by any such affidavit of loss in lieu thereof) shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating theretocancelled. No interest or dividends shall will be paid or accrued on the Merger PriceConsideration payable upon the surrender of the Certificates or Book-Entry Shares. If the Merger Price (or any portion thereof) payment is to be delivered made to any person a Person (as defined below) other than the person Person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer transfer. From and that after the person surrendering such Effective Time and until surrendered in accordance with the provisions of this Section 3.03, each Certificate and Book-Entry Shares (other than Certificates and Book-Entry Shares representing any Dissenting Shares) shall pay represent for all purposes solely the right to receive, in accordance with the Paying Agent any transfer or other taxes required by reason of the payment of terms hereof, the Merger Price to a person other than Consideration multiplied by the registered holder number of the Certificate surrenderedShares evidenced by such Certificate, Book-Entry Shares or shall establish to the satisfaction affidavit of the Paying Agent that such tax has been paid or is not applicableloss in lieu thereof, without any interest thereon.
(c) In the event If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of Person claiming such Certificate, the Paying Agent shall issue in exchange for such Certificate to be lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereofand, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give if required by the Surviving Corporation Corporation, the posting by such Person of a bond in such sum reasonable amount as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Certificate claimed to have been Paying Agent will deliver in exchange for such lost, stolen or destroyeddestroyed Certificate the applicable Merger Consideration with respect to the Shares formerly represented thereby.
(d) After Any portion of the Payment Fund that remains unclaimed by the holders of Certificates and/or Book-Entry Shares for six (6) months after the Effective Time, there Time shall be no transfers on delivered to the stock transfer books Surviving Corporation. Any former holders of Certificates and/or Book-Entry Shares who have not complied with this Section 3.03 prior to the end of such six (6) month period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any Shares which were outstanding immediately prior to the Effective Timeinterest thereon. IfNone of Acquiror, after the Effective TimeMerger Sub, Certificates are presented to the Surviving Corporation or the Paying Agent, they Agent shall be liable to any holder of Shares for any amounts (whether in respect of such Shares or otherwise) delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate or Book-Entry Shares shall not have been surrendered prior to the date on which the related Merger Consideration would escheat to or become the property of any Governmental Entity, any such Merger Consideration shall, to the extent permitted by applicable Law, immediately prior to such time become the property of Acquiror, free and canceled clear of all claims or interest of any Person previously entitled thereto.
(e) All cash paid upon the surrender of Certificates or Book-Entry Shares in return for accordance with the payment terms of the aggregate Merger Price relating thereto, as provided in this Article IIIIII shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates, Book-Entry Shares or affidavit of loss in lieu thereof.
Appears in 2 contracts
Samples: Merger Agreement (News Corp), Merger Agreement (Move Inc)
Payment for Shares. (a) From Prior to the Effective Time, Purchaser shall select and appoint a bank or trust Company to act as agent for the holders of Shares (the "PAYING AGENT") to receive and disburse the Merger Consideration to which holders of Shares shall become entitled pursuant to Section 2.8. At the Effective Time, Purchaser or Parent shall provide the Paying Agent with sufficient cash to allow the Merger Consideration to be paid by the Paying Agent for each Share then entitled to receive the Merger Consideration.
(b) As soon as practicable after the Effective Time, a bank Purchaser or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory 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 "Certificates") that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, cause the Paying Agent shall to mail to each record holder of Certificates a certificate or certificates representing Shares which as of the Effective Time represents the right to receive the Merger Consideration (other than Certificates representing Excluded Shares) the "CERTIFICATES"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available the Certificates for payment therefor. Upon surrender to the Paying Agent to enable it toof a Certificate, and the Paying Agent shall, pay the holder together with such letter of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate transmittal
(other than Certificates representing Excluded Sharesc) 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 Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate Certificates surrendered is in exchange therefor are registered, it shall be a condition to such right to receive such Merger Price the payment that the Certificate Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment or delivery shall pay to the Paying Agent any transfer or other taxes required payable by reason of the payment of the Merger Price to a person other than the registered holder of the Certificate surrendered, foregoing or shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of Shares for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat and similar laws.
(cd) In Promptly following the event any Certificate shall have been lost, stolen or destroyed, upon date that is nine months after the making of an affidavit of that fact by the holder of such CertificateEffective Date, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented return to the Surviving Corporation or all Merger Consideration and other cash, property and instruments in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, they each holder of a Certificate formerly representing a Share may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Merger Consideration (without interest thereon). Notwithstanding the foregoing, the Surviving Corporation shall be surrendered and canceled in return for entitled to receive from time to time all interest or other amounts earned with respect to any cash deposited with the payment of the aggregate Merger Price relating thereto, Paying Agent as provided in this Article IIIsuch amounts accrue or become available.
Appears in 2 contracts
Samples: Merger Agreement (Micronics Computers Inc /Ca), Merger Agreement (Diamond Multimedia Systems Inc)
Payment for Shares. (a) From and after the Effective TimeParent shall make available, or shall cause to be made available, with a bank or trust company or stock transfer paying agent mutually acceptable to selected by Parent and the Company (pursuant to an agreement reasonably satisfactory to Parent and the Company) shall act as paying agent Company (the "Paying Agent"), the following: (i) in effecting cash to be paid pursuant to Section 4.1(a) and (ii) cash to be paid on the payment exercise of the Merger Price in respect of certificates (the "Certificates") that, any Options to purchase Shares outstanding immediately prior to the Effective Time, represented Shares entitled to payment Time which have an exercise price of less than the Merger Price pursuant Consideration, less, with respect to Section 2.07each such Option, the exercise price thereof.
(b) Promptly after the Effective Time, Parent shall cause the Paying Agent shall to mail (or deliver at its principal office) to each record holder of Certificates record of a certificate or certificates representing Shares (other than Certificates representing Excluded Sharesi) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates for Shares shall pass, only upon proper delivery of the Certificates certificates for Shares to the Paying Agent and shall be in such form and have such other provisions, including appropriate provisions with respect to back-up withholding, as Parent may reasonably specify, and (ii) instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available the certificates for Shares. Upon surrender of a certificate for Shares to the Paying Agent Agent, or upon notice of the exercise of Options, accompanied by such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder thereof shall be entitled to enable it toreceive the amount which such holder has the right to receive pursuant to the provisions of this Article IV, after giving effect to any required withholding tax, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of certificate for Shares formerly represented by such Certificate in consideration therefor, and such Certificate so surrendered shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends shall will be paid or accrued on any amount payable upon the Merger Pricesurrender of any certificate for Shares. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 Certificate surrendered, certificate surrendered or shall establish to the reasonable satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable.
(c) In . One hundred and eighty days following the event any Certificate Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in to deliver to it any funds (including any interest received with respect thereof, provided that the holder of such Certificate shall, as a condition precedent thereto) made available to the payment thereofPaying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, give and thereafter such holders shall be entitled to look to the Surviving Corporation a bond in such sum only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lostcash payable upon due surrender of their certificates. Notwithstanding the foregoing, stolen or destroyed.
(d) After neither the Effective Time, there Paying Agent nor any party hereto shall be no transfers on the stock transfer books liable to any holder of the certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of any 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 in connection with the exchange of cash for Shares and Parent shall be surrendered reimburse the Surviving Corporation for such charges and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIexpenses.
Appears in 2 contracts
Samples: Merger Agreement (Vencor Inc), Merger Agreement (Transitional Hospitals Corp)
Payment for Shares. The Acquiror shall make available or cause to be made available to U.S. Bank National Association (a) From or such other bank as the Acquiror shall appoint and after the Effective Time, a bank or trust company or stock transfer agent mutually shall be reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act ), as paying agent (the "Paying Agent"), amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments of Merger Consideration to holders of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each person who was, at the Effective Time, a holder of record of outstanding shares of Company Common Stock a form (mutually agreed to by the Acquiror and the Company) of letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented Shares entitled to any of such shares in exchange for payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions for use in surrendering such Certificates and receiving thereto, the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent Surviving Corporation shall make funds available to promptly cause the Paying Agent to enable it topay to each person entitled thereto a check in the amount to which such person is entitled, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right after giving effect to receive the aggregate Merger Price relating theretoany required tax withholdings. No interest or dividends shall will be paid or accrued will accrue on the Merger Priceamount payable upon the surrender of any such certificate. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates shall payment 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 Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable.
(c) In . One hundred and eighty days following the event any Certificate Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in to deliver to it any funds (including any interest received with respect thereof, provided that the holder of such Certificate shall, as a condition precedent thereto) made available to the payment thereofPaying Agent that have not been disbursed to holders of certificates formerly representing shares of Company Common Stock outstanding on the Effective Time, give and thereafter such holders shall be entitled to look to the Surviving Corporation a bond in such sum Acquiror only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lostcash payable upon due surrender of their certificates. Notwithstanding the foregoing, stolen or destroyed.
(d) After neither the Effective Time, there Paying Agent nor any party hereto shall be no transfers on the stock transfer books liable to any holder of the certificates formerly representing shares of Company Common Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar laws. The Surviving Corporation shall pay all charges and expenses, including those of any 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 in connection with the exchange of cash for shares of Company Common Stock and the Acquiror shall be surrendered reimburse the Surviving Corporation for such charges and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIexpenses.
Appears in 2 contracts
Samples: Merger Agreement (Us Bancorp \De\), Merger Agreement (Piper Jaffray Companies Inc)
Payment for Shares. (a) From and after the Effective Time, Parent shall deposit in trust with a bank or trust company or stock transfer payment agent mutually reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Payment Agent") in effecting the payment of the Merger Price in respect of certificates (the "Certificates") that), prior to the Effective Time, represented Shares entitled cash in an aggregate amount necessary to payment of make the Merger Price payments pursuant to Section 2.072.6 hereof to holders (other than Parent or Sub or any of their respective subsidiaries) of Shares that are issued and outstanding immediately prior to the Effective Time (such amounts being hereinafter referred to as the "Payment Fund"). The Payment Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. The Payment Agent shall invest portions of the Payment Fund as Parent directs, provided that substantially all such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from either Xxxxx'x Investors Services, Inc. or Standard & Poor's Corporation, or in certificates of deposit or banker's acceptances of commercial banks with capital exceeding $100 million. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement.
(b) Promptly after the Effective Time, the Paying Surviving Corporation shall cause the Payment Agent shall to mail to each record holder of Certificates (other than Certificates representing Excluded Shares) Parent or Sub or any of their respective subsidiaries), as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (the "Certificates"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Payment Agent) and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such the Certificate or payment therefor. Upon surrender to the Payment Agent of a Certificate, Parent shall make funds available to the Paying Agent to enable it totogether with such letter of transmittal duly executed, and the Paying Agent shall, pay the holder of such Certificate shall be paid in exchange therefor cash in an amount equal to the Merger Price multiplied by product of the number of Shares formerly represented by such Certificate in consideration thereformultiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall 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 Pricecash payable upon the surrender of the Certificates. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 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. After the Effective Time, until surrendered in accordance with the provisions of this Section 3.2, each Certificate (other than Certificates representing Shares owned by Parent, Sub or any of their respective subsidiaries, and Dissenting Shares) shall represent for all purposes the right to receive the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon.
(c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers of Shares that were outstanding immediately prior to the Effective Time on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective TimeCorporation. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying AgentCorporation, they shall be surrendered canceled and canceled in return exchanged for the payment of the aggregate Merger Price relating thereto, cash as provided in this Article IIISection 3.
Appears in 2 contracts
Samples: Merger Agreement (Ast Research Inc /De/), Merger Agreement (Samsung Electronics Co LTD /Fi)
Payment for Shares. (a) From Prior to the Effective Time, Purchaser shall select and appoint a bank to act as agent for the holders of Shares (the "PAYING AGENT") to receive and disburse the Merger Consideration to which holders of Shares shall become entitled pursuant to Section 2.8. At the Effective Time, Purchaser or Parent shall provide the Paying Agent with sufficient cash to allow the Merger Consideration to be paid by the Paying Agent for each Share then entitled to receive the Merger Consideration.
(b) As soon as practicable after the Effective Time, a bank Purchaser or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory 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 "Certificates") that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, cause the Paying Agent shall to mail to each record holder of Certificates a certificate or certificates representing Shares which as of the Effective Time represents the right to receive the Merger Consideration (other than Certificates representing Excluded Shares) the "CERTIFICATES"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available the Certificates for payment therefor. Upon surrender to the Paying Agent to enable it toof a Certificate, together with such letter of transmittal duly executed and completed in accordance with the instructions thereto, and the Paying Agent shallsuch other documents as may be requested, pay the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, Consideration and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 PriceConsideration upon the surrender of the Certificates. Until surrendered in accordance with the provisions of this Section, each Certificate shall be deemed for all purposes to evidence only the right to receive the Merger Consideration (without interest thereon), and shall, subject to Section 2.9, have no other right.
(c) If the Merger Price Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate Certificates surrendered is in exchange therefor are registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such 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 Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.5
(cd) In Promptly following the event any Certificate shall have been lost, stolen or destroyed, upon date that is six months after the making of an affidavit of that fact by the holder of such CertificateEffective Date, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented return to the Surviving Corporation or all Merger Consideration and other cash, property and instruments in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, they each holder of a Certificate formerly representing a Share may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Merger Consideration (without interest thereon). Notwithstanding the foregoing, the Surviving Corporation shall be surrendered and canceled in return for entitled to receive from time to time all interest or other amounts earned with respect to any cash deposited with the payment of the aggregate Merger Price relating thereto, Paying Agent as provided in this Article IIIsuch amounts accrue or become available.
Appears in 2 contracts
Samples: Merger Agreement (MDL Information Systems Inc), Merger Agreement (Golden Gate Acquisitions Inc)
Payment for Shares. (a) From and after Prior to the Effective Time, the Purchaser shall designate a commercial bank or trust company organized under the laws of the United States or stock transfer agent mutually acceptable any state of the United States with capital, surplus and undivided profits of at least $100,000,000 to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent Paying Agent with respect to the Merger (the "Paying Agent"). Each holder (other than Parent, the Purchaser or any subsidiary of Parent) in effecting the payment of the Merger Price in respect of a certificate or certificates (the "Certificates") that, which immediately prior to the Effective Time represented outstanding Shares will be entitled to receive, upon surrender to the Paying Agent of the Certificates for cancellation, cash in an amount equal to the product of the number of Shares previously represented by the Certificates multiplied by the Merger Consideration, subject to any required withholding of taxes. When and as needed, the Purchaser shall make available to the Paying Agent sufficient funds to make all payments pursuant to the preceding sentence. No interest shall accrue or be paid on the cash payable upon the surrender of the Certificates. If payment is to be made to a person other than the person in whose name the Certificates surrendered are registered, it shall be a condition of payment that the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting the payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificates surrendered or establish to the satisfaction of the Surviving Corporation that the tax has been paid or is not applicable. Following the Effective Time, represented until surrendered to the Paying Agent in accordance with the provisions of this Section 2.6, each Certificate (other than Certificates representing Dissenting Shares and Shares owned by Parent or any subsidiary of Parent) shall represent for all purposes only the right to receive upon surrender the Merger Consideration multiplied by the number of Shares evidenced by the Certificate, without any interest, subject to any required withholding of taxes. Any funds delivered or made available to the Paying Agent pursuant to this Section 2.6 and not exchanged for Certificates within 12 months after the Effective Time will be returned by the Paying Agent to the Surviving Corporation, which thereafter will act as Paying Agent, subject to the rights of holders of unsurrendered Certificates under this Article 2, and any former shareholders of the Company who have not previously exchanged their Certificates will thereafter be entitled to look only to the Surviving Corporation for payment of their claims for the Merger Price pursuant consideration set forth in Section 2.1.3(a), without any interest, but will have no greater rights against the Surviving Corporation than may be accorded to Section 2.07.
(b) Promptly general creditors thereof under applicable law. As soon as practicable after the Effective Time, the Surviving Corporation will cause the Paying Agent shall to mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to of the Certificates shall will pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such 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 Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicablepayment.
(c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 2 contracts
Samples: Merger Agreement (Peerless Industrial Group Inc), Merger Agreement (R B Capital Corp)
Payment for Shares. (a) From and after Prior to the Effective Time, Parent shall (i) designate a bank or trust company or stock transfer agent mutually acceptable to Parent and act as depositary in the Merger, which depositary shall be reasonably satisfactory to the Company (the “Depositary”), and Parent shall enter into an agreement with the Depositary, which agreement shall be in form and substance reasonably satisfactory to the Company, pursuant to an agreement satisfactory 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 "Certificates") thatwhich, prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent Depositary will distribute the Merger Consideration on a timely basis and (ii) irrevocably deposit or cause to be deposited with the Depositary the amounts required with respect to the conversion of the shares of Common Stock at the Effective Time pursuant to Section 1.8(c) as Certificates are surrendered.
(b) As soon as practicable after the Effective Time, the Depositary shall be instructed to mail to each record holder of Certificates (other than Certificates representing Excluded holders of Parent Shares, Treasury Shares and Dissenting Shares) of a certificate or certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Depositary) and instructions for its use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such the Certificates in exchange for the Merger Consideration in customary form to be reasonably agreed to by Parent and the Company prior thereto. Upon surrender to the Depositary of a Certificate, Parent shall make funds available to together with a letter of transmittal duly executed and completed in accordance with the Paying Agent to enable it toinstructions thereon, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by shall be entitled to receive in exchange therefor consideration equal to the number of Shares formerly shares of Common Stock represented by such Certificate in consideration therefor, multiplied by the Merger Consideration and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating theretocancelled. No interest or dividends shall will be paid or accrued on the Merger PriceConsideration, and any amount payable hereunder will be subject to deduction for any required withholding taxes. If the Merger Price (or any portion thereof) Consideration is to be delivered distributed to any person a Person other than the person Person in whose name the Certificate surrendered is registered, it shall be a condition to of such right to receive such Merger Price distribution that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer (including signature guarantees if required by Parent) and that the person surrendering Person requesting such Certificates distribution shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price such distribution to a person Person other than the registered holder of the Certificate surrenderedsurrendered or, or shall in the alternative, establish to the satisfaction of the Paying Agent Surviving Corporation that such tax has been paid or is not applicable. After 12 months following the Effective Time, the Surviving Corporation may require the Depositary to deliver to it any cash (including any interest received with respect thereto) that it has made available to the Depositary and that has not been disbursed to holders of Certificates, and thereafter such holders shall be entitled (subject to abandoned property, escheat and other similar laws) to look to the Surviving Corporation only as general creditors with respect to the cash payable upon due surrender of their Certificates. The Surviving Corporation shall pay all charges and expenses, including those of the Depositary, in connection with the distribution of the Merger Consideration. Until surrendered in accordance with the provisions of this Section 3.2, each Certificate (other than Certificates representing Parent Shares, Treasury Shares and Dissenting Shares) shall represent for all purposes the right to receive consideration equal to the Merger Consideration multiplied by the number of shares of Common Stock evidenced by such Certificate. From and after the Effective Time, holders of Certificates immediately prior to the Merger shall have no right to vote or to receive any dividends or other distributions with respect to any shares of Common Stock that were represented by such Certificates, other than any dividends or other distributions payable to holders of record as of a date prior to the Effective Time, and shall have no other rights in respect thereof other than as provided herein or by law.
(c) From and after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of the shares of Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, which are not Certificates in respect of (i) Parent Shares, (ii) Treasury Shares or (iii) Dissenting Shares the rights to which have been perfected and not withdrawn or lost under the DGCL, they shall be cancelled and exchanged for Merger Consideration as provided in this Article III.
(d) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of Person claiming such Certificate, the Paying Agent shall issue in exchange for such Certificate to be lost, stolen or destroyed Certificate and, if required by Parent, the Merger Price deliverable in respect thereof, provided that the holder posting by such Person of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in customary amount and upon such sum terms as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it be required by Parent as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Certificate claimed Depositary will issue a check in the amount equal to have been the number of Shares represented by such lost, stolen or destroyeddestroyed Certificate multiplied by the Merger Consideration.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 2 contracts
Samples: Merger Agreement (Murdock David H), Merger Agreement (Dole Food Co Inc)
Payment for Shares. (a) From and after At or prior to the Effective Time, a bank purchaser shall make available or trust company or stock transfer cause to be made available to the paying agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and appointed by Purchaser with the Company) shall act as paying agent 's prior approval (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record (other than holders of Excluded Shares) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented any of such Shares entitled to in exchange for payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions for use thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in surrendering the amount to which such Certificates and receiving persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the aggregate Merger Price in respect thereof. Upon amount payable upon the surrender of each any such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Pricecertificate. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable.
. One hundred and eighty (c180) In days following the event any Certificate Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in to deliver to it any funds (including any interest received with respect thereof, provided that the holder of such Certificate shall, as a condition precedent thereto) made available to the payment thereofPaying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, give and thereafter such holders shall be entitled to look to the Surviving Corporation a bond in such sum only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lostcash payable upon due surrender of their certificates. Notwithstanding the foregoing, stolen or destroyed.
(d) After neither the Effective Time, there Paying Agent nor any party hereto shall be no transfers on the stock transfer books liable to any holder of the certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of any 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 in connection with the exchange of cash for Shares and Purchaser shall be surrendered reimburse the Surviving Corporation for such charges and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIexpenses.
Appears in 2 contracts
Samples: Merger Agreement (Prosser Jeffrey J), Merger Agreement (Emerging Communications Inc)
Payment for Shares. (a) From and time to time after the Effective Time, Parent will make available to a bank or trust company or stock transfer agent mutually acceptable to designated by Parent and reasonably approved prior to the Closing by the Company (the “Paying Agent”) sufficient funds to make the payments due pursuant to an agreement satisfactory Section 1.06 on a timely basis to Parent holders of Shares that are issued and the Company) shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in respect of certificates (the "Certificates") that, outstanding immediately prior to the Effective TimeTime (such amounts being hereinafter referred to as the “Payment Fund”). The Paying Agent shall, represented Shares entitled pursuant to payment irrevocable instructions, make the payments provided for in the preceding sentence out of the Merger Price pursuant to Section 2.07Payment Fund. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement.
(b) Promptly As soon as reasonably practicable (but in any event within five Business Days) after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each record holder holder, as of Certificates the Effective Time, of an outstanding certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented Shares (other than Certificates representing Excluded Shares owned by Parent, Merger Sub or any Subsidiary of Parent or the Company, Shares held in the treasury of the Company and Dissenting Shares) ), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use in surrendering such effecting the surrender of the Certificates and receiving the aggregate Merger Price in respect thereofpayment therefor. Upon the Following surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it toof a Certificate, and the Paying Agent shalltogether with such letter of transmittal duly executed, pay the holder of such Certificate shall be paid in exchange therefor cash in an amount (subject to any applicable withholding Tax as specified in Section 1.08) equal to the Merger Price multiplied by product of the number of Shares formerly represented by such Certificate in consideration thereformultiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall 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 Pricecash payable upon the surrender of the Certificates. If the Merger Price (or any portion thereof) payment is to be delivered made to any person a Person (as defined below) other than the person Person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering Person requesting such Certificates shall payment pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of the Merger Price to a person Person other than the registered holder of the Certificate surrendered, surrendered or shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax Tax has been paid or is not applicable. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 2.02, each Certificate shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon.
(c) In the event If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of Person claiming such Certificate, the Paying Agent shall issue in exchange for such Certificate to be lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereofand, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give if required by the Surviving Corporation Corporation, the posting by such Person of a bond in such sum reasonable amount as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Certificate claimed to have been Paying Agent will deliver in exchange for such lost, stolen or destroyeddestroyed Certificate the applicable Merger Consideration with respect to the Shares formerly represented thereby.
(d) After Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former stockholders of the Company for nine months after the Effective Time, there Time shall be no transfers on repaid to the stock transfer books Surviving Corporation. Any former stockholders of the Company who have not complied with this Section 2.02 prior to the end of such nine-month period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon. Neither Parent nor the Surviving Corporation shall be liable to any holder of Shares which were outstanding for any monies delivered from the Payment Fund or otherwise 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 the Effective Time. Ifdate that such unclaimed funds would otherwise become subject to any abandoned property, after the Effective Timeescheat or similar Law, any unclaimed funds payable with respect to such Certificates are presented shall, to the Surviving Corporation or extent permitted by applicable Law, become the Paying Agent, they shall be surrendered and canceled in return for the payment property of the aggregate Merger Price relating thereto, as provided in this Article IIISurviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (3m Co), Merger Agreement (Cuno Inc)
Payment for Shares. (a) Section 2.11.1 From and after the Effective Time, a such bank or trust company or stock transfer agent mutually as shall be designated by Parent and reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price Consideration in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price Consideration pursuant to Section 2.072.6.1. Promptly following the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Consideration to which holders of Shares shall be entitled at the Effective Time pursuant to Section 2.6.1.
(b) Section 2.11.2 Promptly after the Effective Time, Parent shall cause the Paying Agent shall to mail to each record holder of Certificates (other than Certificates representing Excluded Shares) that, immediately prior to the Effective Time, represented Shares a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent, and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price Consideration in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, shall pay the holder of such Certificate the Merger Price Consideration multiplied by the number of Shares formerly represented by such Certificate Certificate, in consideration therefor, and such Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares held by Parent or the Purchaser, any wholly-owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company or Dissenting Shares) shall represent solely the right to receive the aggregate Merger Price Consideration relating thereto. No interest or dividends shall be paid or accrued accrue 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 Certificate formerly representing Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer as reasonably determined by the Purchaser and that the person surrendering such Certificates Shares shall pay to the Paying Agent any transfer or other similar taxes required by reason of the payment of the Merger Price Consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.
(c) In the event Section 2.11.3 If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of person claiming such Certificate, the Paying Agent shall issue in exchange for such Certificate to be lost, stolen or destroyed Certificate and, if required by Parent, the Merger Price deliverable posting by such person of a bond, in respect thereof, provided that the holder of such Certificate shallreasonable amount as Parent may direct, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it indemnity against any claim that may be made against it with respect to such Certificate, the Certificate claimed Paying Agent will pay to have been the holder of such lost, stolen or destroyeddestroyed Certificate the aggregate Merger Consideration relating thereto, without any interest thereon.
Section 2.11.4 Promptly following the date which is 270 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, 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 Certificate formerly representing a Share may surrender such Certificate to the Surviving Corporation and (dsubject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor the aggregate Merger Consideration relating thereto, without any interest thereon. None of Parent, the Company or the Surviving Corporation shall be liable to any holder of Shares for any cash delivered to a public official pursuant to any abandoned property, escheat or similar Law.
Section 2.11.5 After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Price Consideration relating thereto, as provided in this Article III2.
Appears in 2 contracts
Samples: Merger Agreement (Innoveda Inc), Merger Agreement (Mentor Graphics Corp)
Payment for Shares. (a) From At and from time to time after the Effective Time, Home Federal shall make available or cause to be made available to the Paying Agent amounts sufficient in the aggregate 4 to provide all funds necessary for the Paying Agent to make payments of the Merger Consideration hereof to holders of shares of Marshalltown Common Stock issued and outstanding immediately prior to the Effective Time. As soon as practicable after the Effective Time, Home Federal shall cause to be mailed to each person (or otherwise to be delivered to each person, at such person's expense, who requests delivery) who was, at the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent holder of record of issued and the Company outstanding shares of Marshalltown Common Stock (pursuant to an agreement satisfactory to Parent other than Dissenting Shares), a letter of transmittal and the Company) shall act as paying agent (the "Paying Agent") instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates"certificate(s) thatwhich, immediately prior to the Effective Time, represented Shares entitled such shares. Upon surrender to payment the Paying Agent of such certificates (or, in accordance with Section 1.8, such documentation as is acceptable to and required by the Merger Price pursuant Paying Agent with respect to Section 2.07.
(b) Promptly after lost certificates), together with such letter of transmittal, duly executed and completed in accordance with the Effective Timeinstructions thereto, the Paying Agent shall mail promptly cause to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title paid to the Certificates shall passpersons entitled thereto a check in the amount to which such persons are entitled, only upon proper delivery of the Certificates after giving effect to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Priceany required tax withholdings. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate(s) surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate(s) so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 Certificate surrendered, certificate(s) surrendered or shall establish established to the satisfaction of Home Federal or the Paying Agent that such tax has been paid or is not applicable.
(c) In . 180 days following the event any Certificate Effective Time, Home Federal shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in to deliver to Home Federal any funds (including any interest received with respect thereof, provided that the holder of such Certificate shall, as a condition precedent thereto) made available to the payment thereofPaying Agent which have not been disbursed to holders of certificates formerly representing shares of Marshalltown Common Stock outstanding at the Effective Time, give the Surviving Corporation a bond in and thereafter such sum holder shall be entitled to look to Home Federal only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed cash payable upon due surrender of their certificates. Notwithstanding anything in this Section 1.7 or elsewhere in this Agreement to have been lostthe contrary, stolen or destroyed.
(d) After neither the Effective Time, there Paying Agent nor any party hereto shall be no transfers on the stock transfer books liable to a former holder of shares of Marshalltown Common Stock for any cash delivered to a public official pursuant to applicable escheat or abandoned property laws. The Paying Agent shall also deliver to Home Federal a certified list of the Surviving Corporation names and addresses of any Shares all former registered holder of shares of Marshalltown Common Stock who have not then surrendered their certificates to receive the Merger Consideration to which were outstanding immediately prior to they are entitled. Except as otherwise provided therein or in the Effective Time. Ifletter of transmittal, after the Effective TimeHome Federal shall pay all charges and expenses, Certificates are presented to the Surviving Corporation or including those of the Paying Agent, they shall be surrendered and canceled in return for connection with the payment of the aggregate Merger Price relating thereto, as provided Consideration in this Article IIIexchange for shares of Marshalltown Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Marshalltown Financial Corp), Merger Agreement (HMN Financial Inc)
Payment for Shares. (a) From and after Praxair shall make available or cause to be made available to the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent appointed by Praxair (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented any of such Shares entitled to in exchange for payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions for use thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in surrendering the amount to which such Certificates and receiving persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the aggregate Merger Price in respect thereof. Upon amount payable upon the surrender of each any such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Pricecertificate. If the Merger Price (or any portion thereof) payment is to be delivered made to any person a Person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering Person requesting such Certificates payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price to a person Person other than the registered holder of the Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable.
(c) In . One hundred and eighty days following the event any Certificate Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in to deliver to it any funds (including any interest received with respect thereof, provided that the holder of such Certificate shall, as a condition precedent thereto) made available to the payment thereofPaying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, give and thereafter such holders shall be entitled to look to the Surviving Corporation a bond in such sum only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lostcash payable upon due surrender of their certificates. Notwithstanding the foregoing, stolen or destroyed.
(d) After neither the Effective Time, there Paying Agent nor any party hereto shall be no transfers on the stock transfer books liable to any holder of the certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of any 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 in connection with the exchange of cash for Shares and Praxair shall be surrendered reimburse the Surviving Corporation for such charges and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIexpenses.
Appears in 2 contracts
Samples: Merger Agreement (Px Acquisition Corp), Merger Agreement (Px Acquisition Corp)
Payment for Shares. Upon delivery to the Paying Agent of a Letter of Transmittal by any Record Holder of Shares represented by Certificates (a) From other than Excluded Shares), duly completed and after the Effective Timesigned in accordance with its instructions, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting the payment surrender of the Merger Price Certificates (or affidavits of loss in respect of certificates (the "Certificates"lieu thereof as provided in Section 4.2(h)) that, that immediately prior to the Effective TimeTime represented such Shares (or affidavits of loss in lieu thereof as provided in Section 4.2(h)), represented Shares such Record Holder shall be entitled to payment receive the Per Share Closing Consideration in respect of such Shares, and the Merger Price pursuant Certificate so surrendered shall forthwith be cancelled. Notwithstanding anything to Section 2.07.
(b) Promptly the contrary in this Agreement, no Record Holder of a Book Entry Share shall be required to deliver a Certificate to the Paying Agent to receive the Per Share Closing Consideration in respect of such Shares, but such Record Holder shall be required to deliver a Letter of Transmittal and, upon receipt by the Paying Agent of such Letter of Transmittal duly completed and signed in accordance with its instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, the Per Share Closing Consideration in respect of each Book Entry Share of such holder, and such Book Entry Shares shall forthwith be cancelled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be delivered upon compliance with the procedures described above may be issued to the transferee if the Paying Agent shall mail receives documents reasonably required to each record holder evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or that stock transfer Taxes are not applicable. All cash paid as Per Share Closing Consideration upon the surrender of Certificates or in respect of Book Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the applicable Shares (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive payments, if any, pursuant to Section 4.1(b)(iv)(A)(2) or Section 4.1(b)(iv)(B), as applicable, from the aggregate Merger Price relating theretoWorking Capital Escrow Fund). 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 Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such 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 Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.
(c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, amount payable as provided in this Article IIIabove.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn National Gaming Inc), Merger Agreement (Tropicana Las Vegas Hotel & Casino, Inc.)
Payment for Shares. purchased pursuant to the Offer will in all cases be made only after timely receipt by National City Bank (the "Depositary") of (a) From and after Share Certificates or timely confirmation of the Effective Time, a bank or trust company or stock book-entry transfer agent mutually acceptable to Parent and of such Shares into the account maintained by the Depositary at the Depositary Trust Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying AgentBook-Entry Transfer Facility") ), pursuant to the procedures set forth in effecting the payment Section 3 of the Merger Price in respect of certificates (the "Certificates") thatOffer to Purchase, prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective TimeLetter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent's Message (as defined in the Paying Agent shall mail Offer to each record holder of Certificates (other than Certificates representing Excluded Shares) Purchase), in connection with a form of letter of transmittal which shall specify that delivery shall be effectedbook-entry delivery, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such 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 Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.
(c) In any other documents required by the event Letter of Transmittal. Accordingly, payment may not be made to all tendering shareholders at the same time depending upon when certificates for or confirmations of book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility are actually received by the Depositary. If you wish to have us tender any Certificate shall have been lostor all of the Shares held by us for your account, stolen please so instruct us by completing, executing, detaching and returning to us the instruction form set forth on the back page of this letter. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified on the back page of this letter. An envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER. The Offer is not being made to (nor will tenders be accepted from or destroyed, upon on behalf of) holders of Shares residing in any jurisdiction in which the making of an affidavit of that fact by the holder Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such Certificatejurisdiction. However, the Paying Agent shall issue Company may, in exchange for its discretion, take such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum action as it may direct deem necessary to make the Offer in any jurisdiction and extend the Offer to holders of Shares in such jurisdiction. In any jurisdiction where the securities, blue sky or otherwise indemnify other laws require the Surviving Corporation in a manner satisfactory Offer to it against any claim that may be made against it with respect to by a licensed broker or dealer, the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers Offer is being made on the stock transfer books behalf of the Surviving Corporation Company by one or more registered brokers or dealers that are licensed under the laws of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIsuch jurisdiction.
Appears in 2 contracts
Samples: Offer to Purchase (Team America Corporation), Offer to Purchase (Team America Corporation)
Payment for Shares. (a) From and after Praxair shall make available or cause to be made available to the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent appointed by Praxair (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented any of such Shares entitled to in exchange for payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions for use thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in surrendering the amount to which such Certificates and receiving persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the aggregate Merger Price in respect thereof. Upon amount payable upon the surrender of each any such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Pricecertificate. If the Merger Price (or any portion thereof) payment is to be delivered made to any person a Person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering Person requesting such Certificates payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price to a person Person other than the registered holder of the Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable.
(c) In . One hundred and eighty days following the event any Certificate Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in to deliver to it any funds (including any interest received with respect thereof, provided that the holder of such Certificate shall, as a condition precedent thereto) made available to the payment thereofPaying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, give and thereafter such holders shall be entitled to look to the Surviving Corporation a bond in such sum only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lostcash payable upon due surrender of their certificates. Notwithstanding the foregoing, stolen or destroyed.
(d) After neither the Effective Time, there Paying Agent nor any party hereto shall be no transfers on the stock transfer books liable to any holder of the Surviving Corporation of certificates formerly representing Shares for any Shares which were outstanding immediately prior amount paid to the Effective Timea public official pursuant to any applicable abandoned property, escheat or similar law. If, after the Effective Time, Certificates 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 Price relating thereto, as provided in this Article III.The Surviving
Appears in 1 contract
Payment for Shares. (a) From and after Prior to the Effective Time, the Parent shall designate a bank or trust company or stock transfer agent mutually acceptable to Parent business entity regularly engaged in such work and the Company (pursuant to an agreement which is reasonably satisfactory to Parent and the Company) shall Americold to act as paying agent Paying Agent with respect to the Merger (the "Paying Agent"). Each record holder (other than Vornado, Parent, Acquisition Co. or any other subsidiary of Vornado) in effecting of Americold Common Stock or Americold Preferred Stock immediately prior to the payment Effective Time will be entitled to receive, upon surrender to the Paying Agent of the Merger Price in respect certificates representing such shares of certificates Americold Common Stock or Americold Preferred Stock, as the case may be (collectively, the "Certificates") thatfor cancellation, cash in an amount equal to the product of the number of shares of Americold Common Stock or Americold Preferred Stock previously represented by the Certificates multiplied by the Common Stock Consideration or Preferred Stock Consideration, as the case may be, subject to any required withholding of taxes. At or prior to the Effective Time, represented Shares the Parent shall make available to the Paying Agent sufficient funds to make all payments in amounts determined pursuant to the preceding sentence. No interest shall accrue or be paid on the cash payable upon the surrender of the Certificates. Any funds delivered or made available to the Paying Agent pursuant to this Section 3.5(a) and not exchanged for Certificates within six months after the Effective Time will be returned by the Paying Agent to the Surviving Corporation, which thereafter will act as Paying Agent, subject to the rights of holders of unsurrendered Certificates under this Section 3.5(a), and any former shareholders of the Company who have not previously exchanged their Certificates will thereafter be entitled to look only to the Surviving Corporation for payment of their claim for the Merger Price consideration set forth in Section 3.1, without any interest, but will have no greater rights against the Surviving Corporation than may be accorded to general creditors thereof under applicable law. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of shares of Americold Common Stock or Americold Preferred Stock for any cash or interest delivered to a public official pursuant to Section 2.07.
(b) Promptly applicable abandoned property, escheat or similar laws. As soon as practicable after the Effective Time, the Surviving Corporation will cause the Paying Agent shall to mail to each record holder of Certificates shares of Americold Common Stock and Americold Preferred Stock (other than Certificates representing Excluded Sharesthe Americold Principal Shareholders) (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 Certificates shall will pass, only upon proper delivery of the Certificates to the Paying Agent Agent), which letter shall be in customary form, and (ii) instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificatethe Certificates for payment.
(b) With respect to any Certificate alleged to have been lost, Parent shall make funds available to stolen or destroyed, the Paying Agent to enable it to, and the Paying Agent shall, pay the holder owner or owners of such Certificate shall be entitled to the Merger Price multiplied consideration set forth above upon delivery to the Surviving Corporation of an affidavit of such owner or owners setting forth such allegation and an indemnity agreement to indemnify Vornado, the Parent and the Surviving Corporation, on terms reasonably satisfactory to Vornado, against any claim that may be made against any of them on account of the alleged loss, theft or destruction of any such Certificate or the delivery of the payment set forth above.
(c) Notwithstanding Section 3.5(a), immediately following the Effective Time, each Americold Principal Shareholder, upon surrender of the Certificate or Certificates representing all of the shares of Americold Common Stock and Americold Preferred Stock owned by such Americold Principal Shareholder together with the related letter of transmittal, shall be entitled to receive, in immediately available funds, the amount of cash into which the aggregate number of Shares formerly shares of Americold Common Stock and Americold Preferred Stock represented by such Certificate in or Certificates surrendered shall have been converted pursuant to this Agreement.
(d) If consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 a Person other than the person Person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such right to receive such Merger Price delivery of the consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering Person requesting such Certificates consideration shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of the Merger Price to a person Person other than the registered holder of the Certificate surrendered, surrendered or shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax Tax has been paid or is not applicable.
(ce) In Until surrendered in accordance with the event any provisions of this Section 3.5, from and after the Effective Time, each Certificate shall have been lost, stolen (other than (i) Certificates representing shares of Americold Common Stock or destroyed, upon the making Americold Preferred Stock owned beneficially or of an affidavit of that fact record by the holder of such CertificateVornado, the Paying Agent shall issue Parent, Acquisition Co. or any other subsidiary of Vornado, (ii) Certificates representing shares of Americold Common Stock or Americold Preferred Stock held in exchange for such lost, stolen the treasury Americold or destroyed Certificate the Merger Price deliverable any Americold Subsidiary and (iii) Dissenting Shares in respect thereof, provided that of which appraisal rights are perfected) shall represent for all purposes the holder of such Certificate shallright to receive the cash pursuant to Section 3.1(a) or (b), as a condition precedent to applicable, as determined and paid in the payment thereof, give the Surviving Corporation a bond manner set forth in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyedthis Agreement.
(df) After the Effective Time, Time there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which the shares of Americold Common Stock, shares of Americold Preferred Stock or Options that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying AgentCorporation, they shall be surrendered canceled and canceled in return exchanged for the payment of the aggregate Merger Price relating thereto, as provided applicable consideration referred to in this Article IIISection 3.5.
Appears in 1 contract
Payment for Shares. (a) From and after the Effective Time, a such bank or trust company or stock transfer agent mutually acceptable to as shall be designated by Parent and the Company (pursuant to an agreement satisfactory 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 "Certificates") that, prior to the Effective Time, represented Common Shares entitled to payment of the Merger Price pursuant to Section 2.072.7. Promptly following the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Price to which holders of Shares shall be entitled at the Effective Time pursuant to Section 2.7 (the "Exchange Fund"). The Exchange Fund shall be invested by the Paying Agent as directed by the Surviving Corporation.
(b) Promptly after the Effective Time, Parent shall cause the Paying Agent shall to mail to each record holder of Certificates that immediately prior to the Effective Time represented Shares (other than Certificates representing Excluded Shares held by Parent, the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company, and other than Certificates representing Dissenting Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent, and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, shall pay the holder of such Certificate the Merger Price Price, multiplied by the number of Common Shares formerly represented by such Certificate Certificate, in consideration therefor, and such Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares held by Parent, the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company, and other than Certificates representing 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 Certificate formerly representing Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates Shares shall pay to the Paying Agent any transfer or other similar taxes required by reason of the payment of the Merger Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. If any holder of Shares shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond (if reasonably required by the Surviving Corporation) in form and substance and with surety reasonably satisfactory to the Surviving Corporation.
(c) In Promptly following the event any Certificate shall have been lost, stolen or destroyed, upon date which is 180 days after the making of an affidavit of that fact by the holder of such CertificateEffective Time, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent deliver to the payment thereof, give the Surviving Corporation all cash, 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 bond in Certificate formerly representing a Share may surrender such sum as it may direct or otherwise indemnify Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in a manner satisfactory consideration therefor the aggregate Merger Price relating thereto, without any interest thereon.
(d) Parent or the Paying Agent will be entitled to it against deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any claim that may be made against it holder of Shares such amounts as Parent (or any affiliate thereof) or the Paying Agent shall determine in good faith they are required to deduct and withhold with respect to the Certificate claimed making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of federal, state, local or foreign Tax Law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to have been lost, stolen or destroyedthe holder of the Shares in respect of whom such deduction and withholding were made.
(de) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled cancelled in return for payment as and to the payment of the aggregate Merger Price relating thereto, as extent provided in this Article IIIThree.
Appears in 1 contract
Samples: Merger Agreement (Danaher Corp /De/)
Payment for Shares. (a) From and after Prior to the Effective TimeClosing Date, Parent shall appoint a bank or trust company or stock transfer agent mutually reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "“Paying Agent"”) in effecting for the payment of the Merger Price Consideration and, in respect of certificates (connection therewith, shall enter into an agreement with the "Certificates") that, Paying Agent in a form reasonably acceptable to the Company. At or prior to the Effective Time, represented Shares entitled Parent shall deposit, or shall cause the Surviving Corporation to payment of deposit, with the Paying Agent, cash in an amount sufficient to pay the aggregate Merger Price Consideration required to be paid pursuant to this Agreement (such cash being hereinafter referred to as the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to fund payments due pursuant to Section 2.071.06, except as provided in this Agreement.
(b) Promptly As soon as reasonably practicable after the Effective Time, but in any event within five Business Days thereafter, the Surviving Corporation shall cause the Paying Agent shall to mail (i) to each record holder of Certificates an outstanding certificate or certificates (the “Certificates”) as of the Effective Time which immediately prior to the Effective Time represented Shares (other than Certificates representing Excluded Shares owned by Parent, Merger Sub or any wholly owned Subsidiary of Parent or the Company, Shares held in the treasury of the Company and Dissenting Shares) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use in surrendering such effecting the surrender of the Certificates and receiving the aggregate Merger Price Consideration and (ii) to each holder of non-certificated Shares held in respect thereof. Upon book-entry form (“Book-Entry Shares”) instructions for use in effecting the surrender of each such Certificate, Parent shall make funds available Book-Entry Shares in exchange for the Merger Consideration. Promptly following surrender to the Paying Agent to enable it toof a Certificate, and the Paying Agent shalltogether with such letter of transmittal duly executed, pay or Book-Entry Shares, the holder of such Certificate or Book-Entry Shares shall be paid in exchange therefor cash in an amount (subject to any applicable withholding Tax as specified in Section 1.08) equal to the Merger Price multiplied by product of the number of Shares formerly represented by such Certificate in consideration thereforor Book-Entry Shares multiplied by the Merger Consideration, and such Certificate or Book-Entry Shares shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall 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 Pricecash payable upon the surrender of the Certificates or Book-Entry Shares. If the Merger Price (or any portion thereof) payment is to be delivered made to any person a Person other than the person Person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering Person requesting such Certificates shall payment pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of the Merger Price to a person Person other than the registered holder of the Certificate surrendered, surrendered or shall establish to the reasonable satisfaction of the Paying Agent Surviving Corporation that such tax Tax has been paid or is not applicable. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 2.02, each such Certificate and Book-Entry Share shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate or Book-Entry Shares, without any interest thereon.
(c) In The Paying Agent shall invest the event cash in the Payment Fund as directed by Parent; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1.0 billion (based on the most recent financial statements of such bank that are then publicly available). Any interest and other income resulting from such investments shall be paid solely to Parent. No investment losses resulting from investment of the Payment Fund shall diminish the rights of any holder of Certificates or Book-Entry Shares to receive the Merger Consideration.
(d) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of Person claiming such Certificate, the Paying Agent shall issue in exchange for such Certificate to be lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereofand, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give if required by the Surviving Corporation or the Paying Agent, the posting by such Person of a bond in such sum reasonable amount as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it or the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Certificate claimed to have been Paying Agent will deliver in exchange for such lost, stolen or destroyeddestroyed Certificate (together with such letter of transmittal duly executed) the Merger Consideration with respect to the Shares formerly represented thereby, without any interest thereon.
(de) After Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former shareholders of the Company for nine months after the Effective Time, there Time shall be no transfers on repaid to Parent. Any former shareholders of the stock transfer books Company who have not complied with this Section 2.02 prior to the end of such nine month period shall thereafter look only to Parent and the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon. Neither Parent nor the Surviving Corporation shall be liable to any holder of Shares for any monies delivered from the Payment Fund or otherwise to a public official in compliance with any applicable abandoned property, escheat or similar Law. If any Shares which were outstanding shall not have been surrendered prior to such date as shall be immediately prior to the Effective Time. Ifdate that such unclaimed funds would otherwise become subject to any abandoned property, after the Effective Timeescheat or similar Law, Certificates are presented any unclaimed funds payable with respect to such Shares shall, to the Surviving Corporation or extent permitted by applicable Law, become the Paying Agent, they shall be surrendered and canceled in return for the payment property of the aggregate Merger Price relating Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto, as provided in this Article III.
Appears in 1 contract
Payment for Shares. At or prior to the Effective Time, the Acquiror shall make available or cause to be made available to such bank as the Acquiror shall appoint (a) From and shall be reasonably acceptable to the Company), as paying agent (the “Paying Agent”), amounts in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments of Consideration to holders of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each person who was, at the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent holder of record of outstanding shares of Company Common Stock a form of letter of transmittal and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented Shares entitled to any of such shares in exchange for payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions for use in surrendering such Certificates and receiving thereto, the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent Surviving Corporation shall make funds available to promptly cause the Paying Agent to enable it topay to each person entitled thereto a check in the amount of the Consideration to which such person is entitled, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right after giving effect to receive the aggregate Merger Price relating theretoany required Tax withholdings. No interest or dividends shall will be paid or accrued will accrue on any amount payable upon the Merger Pricesurrender of any such certificate. If the Merger Price (or any portion thereof) payment is to be delivered to any person other than the person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price made to a person other than the registered holder of the Certificate certificate surrendered, it shall be a condition of such payment that the certificate so surrendered be properly endorsed or shall otherwise in proper form for transfer and that the person requesting such payment pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax Tax has been paid or is not applicable.
(c) In . One hundred and eighty days following the event any Certificate Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen to deliver to it any funds (including any interest or destroyed Certificate the Merger Price deliverable in other amounts received with respect thereof, provided that the holder of such Certificate shall, as a condition precedent thereto) made available to the payment thereofPaying Agent that have not been disbursed to holders of certificates formerly representing shares of Company Common Stock outstanding on the Effective Time, give and thereafter such holders shall be entitled to look to the Surviving Corporation a bond in such sum only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lostcash payable upon due surrender of their certificates. Notwithstanding the foregoing, stolen or destroyed.
(d) After neither the Effective Time, there Paying Agent nor any party hereto shall be no transfers on the stock transfer books liable to any holder of the Surviving Corporation certificates formerly representing shares of Company Common Stock for any Shares which were outstanding immediately prior amount properly paid to the Effective Time. Ifa public official pursuant to any applicable abandoned property, after the Effective Time, Certificates are presented to the Surviving Corporation escheat or the Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIsimilar laws.
Appears in 1 contract
Payment for Shares. For purposes of the Offer, the Fund will be deemed to have accepted for payment and purchased Shares that are tendered (and not withdrawn in accordance with Section 6 pursuant to the Offer) when, as and if it gives oral or written notice to the Depositary of its acceptance 9 of such Shares for payment pursuant to the Offer. Under the Exchange Act, the Fund is obligated to pay for or return tendered Shares promptly after the termination, expiration or withdrawal of the Offer. Upon the terms and subject to the conditions of the Offer, the Fund will pay for Shares properly tendered as soon as practicable after the Expiration Date. The Fund will make payment for Shares purchased pursuant to the Offer by depositing the aggregate purchase price therefor with the Depositary, which will make payment to shareholders promptly as directed by the Fund. The Fund will not pay interest on the purchase price under any circumstances. Shares purchased in the Offer will be retired. In all cases, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of: (a) From a Letter of Transmittal properly completed and after the Effective Timebearing original signature(s) and any required signature guarantee(s), a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory 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 "Certificates") that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after such Shares (in proper certificated or uncertificated form) and (c) any other documents required by the Effective TimeLetter of Transmittal. Shareholders may be charged a fee by a broker, dealer or other institution for processing the Paying Agent shall mail to each record holder of Certificates (other than tender requested. Certificates representing Excluded Shares) a form Shares tendered but not purchased will be returned promptly following the termination, expiration or withdrawal of letter of transmittal which shall specify that delivery shall be effectedthe Offer, and risk of loss and title without further expense to the Certificates shall pass, only upon proper delivery tendering shareholder. The Fund will pay any transfer taxes payable on the transfer to it of the Certificates Shares purchased pursuant to the Paying Agent and instructions for use Offer. If, however, tendered Shares are registered in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender name of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 signing the Certificate surrendered is registeredLetter of Transmittal, it shall be a condition the amount of any such transfer taxes (whether imposed on the registered owner or such other person) payable on account of the transfer to such right to receive person of such Merger Price that Shares will be deducted from the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates shall pay to the Paying Agent any transfer or other taxes required by reason purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. The Fund may not be obligated to purchase Shares pursuant to the Merger Price Offer under certain conditions. See Section 4. Any tendering shareholder or other payee who has not previously submitted a correct, completed and signed Form W-8BEN, Form W-8ECI or Form W-9, as necessary, and who fails to a person other than complete fully and sign either the registered holder Form W-8BEN, Form W-8ECI or Substitute Form W-9 in the Letter of Transmittal and provide that form to the Depositary, may be subject to federal backup withholding tax of 30% of the Certificate surrendered, gross proceeds paid to such shareholder or shall establish other payee pursuant to the satisfaction Offer. See Section 14 regarding this tax as well as possible withholding at the rate of the Paying Agent that such tax has been paid 30% (or is not applicable.
(clower applicable treaty rate) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior gross proceeds payable 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIItendering non-U.S. shareholders.
Appears in 1 contract
Samples: Offer to Purchase (Chile Fund Inc)
Payment for Shares. (a) From and Before, at, or after the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and each Stockholder may deliver an executed letter of transmittal, in substantially the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act form attached hereto as paying agent Exhibit B (the "Paying Agent") “Letter of Transmittal”), to Buyer, which Letter of Transmittal shall contain, among other things, representations and warranties regarding such Stockholder’s ownership and due authorization with respect to the Common Stock and an appropriate IRS Form W-9 or W-8. Until a Stockholder has delivered an executed Letter of Transmittal, no cash shall be paid to such Stockholder. Upon receipt of a Letter of Transmittal from a Stockholder, but in effecting the payment of the Merger Price in respect of certificates (the "Certificates") that, no event prior to the Effective Time, represented Shares entitled Buyer shall pay by wire transfer of immediately available funds to payment such Stockholder the Stockholder’s respective portion of the Preliminary Fixed Merger Price Consideration, which shall be determined for each Stockholder, by multiplying the Preliminary Fixed Merger Consideration by a quotient equal to (i) the aggregate number of shares of Common Stock held by such Stockholder on the Closing Date, divided by, (ii) the total number of outstanding shares of Common Stock held by all Stockholders on the Closing Date (such quotient, for each Stockholder, the “Stockholder Allocation”), less the respective Stockholder Allocation of the Escrow Amount, which amount shall be payable to such Stockholder by the Escrow Agent via the Stockholder Representative at such time as such amounts are distributable pursuant to the terms and conditions of the Escrow Agreement, Section 2.078.05, and the Stockholder Representative Agreement.
(b) Promptly after Buyer shall deliver to the Escrow Agent, at the Effective Time, the Paying Agent shall mail Escrow Amount to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effectedheld by the Escrow Agent, and risk of loss and title subject to the Certificates shall pass, only upon proper delivery terms and conditions of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such 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 Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicableEscrow Agreement.
(c) In the event any Certificate No interest shall have been lost, stolen accrue or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it payable with respect to the Certificate claimed any amounts which a holder of shares of Common Stock shall be so entitled to have been lost, stolen or destroyedreceive.
(d) After the Effective Time, there Buyer shall be no transfers on the stock transfer books entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts, if any, as may be required to be deducted or withheld therefrom under any provision of the Surviving Corporation of any Shares which were outstanding immediately prior law and shall thereafter timely pay all such amounts so deducted or withheld to the Effective Timeproper Governmental Authorities, as required under applicable law and to request any necessary Tax forms, including Form W-9 or the appropriate series of Form W-8, as applicable. If, after Any such amounts withheld or deducted from the Effective Time, Certificates are presented purchase price payable pursuant to this Agreement shall be treated for all purposes of this Agreement as having been paid to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIrelevant Person.
Appears in 1 contract
Payment for Shares. (a) From and after Praxair shall make available or cause to be made available to the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent appointed by Praxair (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person who was, at the Effective Time, a holder of record (other than any of the Praxair Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented any of such Shares entitled to in exchange for payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions for use thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in surrendering the amount to which such Certificates and receiving persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the aggregate Merger Price in respect thereof. Upon amount payable upon the surrender of each any such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Pricecertificate. If the Merger Price (or any portion thereof) payment is to be delivered made to any person a Person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering Person requesting such Certificates payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price to a person Person other than the registered holder of the Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable.
(c) In . One hundred and eighty days following the event any Certificate Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in to deliver to it any funds (including any interest received with respect thereof, provided that the holder of such Certificate shall, as a condition precedent thereto) made available to the payment thereofPaying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, give and thereafter such holders shall be entitled to look to the Surviving Corporation a bond in such sum only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lostcash payable upon due surrender of their certificates. Notwithstanding the foregoing, stolen or destroyed.
(d) After neither the Effective Time, there Paying Agent nor any party hereto shall be no transfers on the stock transfer books liable to any holder of the certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving 11 Corporation shall pay all charges and expenses, including those of any 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 in connection with the exchange of cash for Shares and Praxair shall be surrendered reimburse the Surviving Corporation for such charges and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIexpenses.
Appears in 1 contract
Payment for Shares. (a) From and As soon as practicable after the Effective Time, the parties shall deliver or cause to be delivered to the Paying Agent a bank certified copy of the list of the holders of Bancorp Common Stock as of the Effective Time, after which time there shall be no further registrations or trust company or transfers on the stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting the payment books of Bancorp of the Merger Price in respect shares of certificates (the "Certificates") that, Bancorp Common Stock that were outstanding immediately prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07.
(b) Promptly Immediately prior to the Effective Time (and in all events prior to the filing of the Certificate of Merger), Buyer shall make available or cause to be made available to the Paying Agent amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments of the Merger Consideration to the holders of Bancorp Common Stock issued and outstanding immediately prior to the Effective Time.
(c) As soon as practicable after the Effective Time, the Paying Agent shall mail to each record Person (or deliver to each Person, at such Person's expense, who requests delivery) who was, at the Effective Time, a holder of Certificates (other than Certificates representing Excluded Shares) record of issued and outstanding Bancorp Common Stock, a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each Bancorp Certificate(s) which, immediately prior to the Effective Time, represented such Certificate, Parent shares (the "Letter of Transmittal"). The Paying Agent shall make funds available take all steps necessary or advisable to permit holders of record of Bancorp Common Stock as of the Effective Time to surrender their Bancorp Certificates prior to the Effective Time so as to receive prompt payment of the Merger Consideration after the Effective Time.
(d) Upon surrender to the Paying Agent of such Bancorp Certificates (or such documentation as is acceptable to enable it to, and required by the Paying Agent shallwith respect to lost Bancorp Certificate(s)), together with such Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, the Paying Agent shall promptly pay the holder of Persons entitled thereto a check in the amount to which such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration thereforPersons are entitled, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate after giving effect to any required Tax withholdings.
(other than Certificates representing Excluded Sharese) 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) payment is to be delivered made to any person a Person other than the person in whose name the Certificate surrendered is registeredregistered holder of Bancorp Certificate(s) surrendered, it shall be a condition to of any such right to receive such Merger Price payment that the Certificate Bancorp Certificate(s) so surrendered shall be properly endorsed or otherwise be executed in proper form for transfer and that the person surrendering Person requesting such Certificates payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price to a person Person other than the registered holder of the Certificate Bancorp Certificate(s) surrendered, or shall establish to the satisfaction of Buyer or the Paying Agent that any such tax Tax has been paid or is not applicable.
(cf) In One hundred eighty (180) days following the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such CertificateEffective Time, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate deliver to Buyer a certified list of the names and addresses of all former registered holders of Bancorp Common Stock who have not then surrendered their Bancorp Certificates to receive the Merger Price deliverable in Consideration to which they are entitled, and (ii) Buyer shall be entitled at its election to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereof, provided that thereto) made available to the holder Paying Agent which have not been disbursed to holders of certificates formerly representing Bancorp Common Stock outstanding at the Effective Time. Upon the delivery of such Certificate shallfunds to Buyer, such holders shall be entitled to look to Buyer only as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lost, stolen or destroyedcash payable upon due surrender of their Bancorp Certificates.
(dg) After The Merger Consideration paid pursuant to this Article II shall constitute and represent full satisfaction of all rights pertaining to such shares of Bancorp Common Stock.
(h) Except as otherwise provided herein or in the Effective TimeLetter of Transmittal, there Buyer shall be no transfers on the stock transfer books pay all charges and expenses, including those of the Surviving Corporation of any 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 canceled in return for connection with the payment of the aggregate Merger Price relating thereto, as provided Consideration in this Article IIIexchange for Bancorp Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Success Bancshares Inc)
Payment for Shares. (a) From and Immediately after the Effective Time, a bank the Parent shall make available or trust company or stock transfer cause to be made available to the paying agent mutually appointed by the Parent that is reasonably acceptable to Parent and the Company (the “Paying Agent”) amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to an agreement satisfactory Section 2.1(a) hereof to holders of Shares. At the Effective Time, the Parent shall instruct the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, at the Effective Time, a holder of record of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) shall act as paying agent (the "Paying Agent") of letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented any of such Shares entitled to in exchange for payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions for use in surrendering such Certificates and receiving thereto, the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to instruct the Paying Agent to enable it topromptly, and the Paying Agent shallin any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the holder of persons entitled thereto a check in the amount to which such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration thereforpersons are entitled, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right after giving effect to receive the aggregate Merger Price relating theretoany required tax withholdings. No interest or dividends shall will be paid or accrued will accrue on the Merger Priceamount payable upon the surrender of any such certificate. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.
(c) In . One hundred and eighty days following the event any Certificate Effective Time, the Parent shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in to deliver to it any funds (including any interest received with respect thereof, provided that the holder of such Certificate shall, as a condition precedent thereto) made available to the payment thereofPaying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, give and thereafter such holders shall be entitled to look to the Surviving Corporation a bond in such sum Parent only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lostMerger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, stolen or destroyed.
(d) After neither the Effective Time, there Paying Agent nor any party hereto shall be no transfers on the stock transfer books liable to any holder of the Surviving Corporation of certificates formerly representing Shares for any Shares which were outstanding immediately prior amount paid to the Effective Time. Ifa public official pursuant to any applicable abandoned property, after the Effective Time, Certificates are presented to the Surviving Corporation escheat or the Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIsimilar Law.
Appears in 1 contract
Payment for Shares. (a) From and after the Effective Time, Parent shall make available or cause to be made available to a bank or trust company or stock transfer agent mutually appointed by Parent (which shall be reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act ), as paying agent (the "PAYING AGENT"), amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent"Agent to make payments of Merger Consideration to holders of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, Parent shall cause the Paying Agent to mail to each person who was, at the Effective Time, a holder of record of outstanding shares of Company Common Stock a form (mutually agreed to by Parent and the Company) of letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented Shares entitled to any of such shares in exchange for payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificatethereto, Parent shall make funds available to promptly cause the Paying Agent to enable it topay to each person entitled thereto a check in the amount to which such person is entitled, and the Paying Agent shallafter giving effect to any required United States federal, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating theretostate or local tax withholdings. No interest or dividends shall will be paid or accrued will accrue on the Merger Priceamount payable upon the surrender of any such certificate. If the Merger Price (or any portion thereof) payment is to be delivered to any person other than the person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price made to a person other than the registered holder of the Certificate certificate surrendered, it shall be a condition of such payment that the certificate so surrendered be properly endorsed or shall otherwise in proper form for transfer and that the person requesting such payment pay any transfer or other similar taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered or establish to the satisfaction of Parent or the Paying Agent that such tax has been paid or is not applicable.
(c) In . One hundred and eighty days following the event any Certificate Effective Time, Parent shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in to deliver to it any funds (including any interest received with respect thereof, provided that the holder of such Certificate shall, as a condition precedent thereto) made available to the payment thereofPaying Agent that have not been disbursed to holders of certificates formerly representing shares of Company Common Stock outstanding on the Effective Time, give the Surviving Corporation a bond in and thereafter such sum holders shall be entitled to look to Parent only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lostcash payable upon due surrender of their certificates. Notwithstanding the foregoing, stolen or destroyed.
(d) After neither the Effective Time, there Paying Agent nor any party hereto shall be no transfers on the stock transfer books liable to any holder of the Surviving Corporation certificates formerly representing shares of Company Common Stock for any Shares which were outstanding immediately prior amount paid to the Effective Time. Ifa public official pursuant to any applicable abandoned property, after the Effective Time, Certificates are presented to the Surviving Corporation escheat or the Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIsimilar law.
Appears in 1 contract
Payment for Shares. (a) From and after Prior to the Effective Time, Subsidiary shall ------------------ designate a commercial bank or trust company organized under the laws of the United States or stock transfer agent mutually acceptable any state of the United States with capital, surplus and undivided profits of at least $100,000,000 to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent with respect to the Merger (the "Paying Agent"). Each holder (other than Parent, Subsidiary or any subsidiary of Parent and holders of Appraisal Shares) in effecting the payment of the Merger Price in respect of a certificate or certificates (the "Certificates") that, which immediately prior to the Effective Time represented outstanding Shares will be entitled to receive, upon surrender to the Paying Agent of the Certificates for cancellation, cash in an amount equal to the product of the number of Shares previously represented by the Certificates multiplied by the Merger Consideration, subject to any required withholding of taxes. When and as needed, Subsidiary shall make available to the Paying Agent sufficient funds to make all payments pursuant to the preceding sentence. No interest shall accrue or be paid on the cash payable upon the surrender of the Certificates. If payment is to be made to a person other than the person in whose name the Certificates surrendered are registered, it shall be a condition of payment that the Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting the payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificates surrendered or establish to the satisfaction of the Surviving Corporation that the tax has been paid or is not applicable. Following the Effective Time, represented until surrendered to the Paying Agent in accordance with the provisions of this Section 2.5, each Certificate (other than Certificates representing Appraisal Shares entitled and Shares owned by Parent or any subsidiary of Parent) shall represent for all purposes only the right to payment of receive upon surrender the Merger Price Consideration multiplied by the number of Shares evidenced by the Certificate, without any interest, subject to any required withholding of taxes. Any funds delivered or made available to the Paying Agent pursuant to this Section 2.07.
(b) Promptly 2.5 and not exchanged for Certificates within six months after the Effective Time will be returned by the Paying Agent to the Surviving Corporation, which thereafter will act as paying agent. As soon as practicable after the Effective Time, the Surviving Corporation will cause the Paying Agent shall to mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to of the Certificates shall will pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such 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 Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicablepayment.
(c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 1 contract
Payment for Shares. (a) From and after Prior to the Effective Time, Purchaser shall select and appoint a bank or trust company or stock transfer agent mutually acceptable having net capital of not less than $100,000,000 to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting Agent to effect the payment of the Merger Price Consideration in respect of certificates (the "Certificates") that, prior to the Effective Time, represented ------------ Shares entitled to payment of the Merger Price Consideration pursuant to Section 2.072.7. At the Effective Time, Parent or Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent for the benefit of the holders of Shares the aggregate Merger Consideration to which holders of Shares shall be entitled at the Effective Time pursuant to Section 2.7.
(b) Promptly after the Effective Time, Purchaser or Parent shall cause the Paying Agent shall to mail to each record holder of Certificates (other than the holders of Certificates representing Excluded Shares) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use of such letter of transmittal in surrendering such the Certificates and receiving the aggregate Merger Price in respect thereoffor payment. Upon the surrender of each such Certificate, Parent shall make funds available to together with a completed and duly executed letter of transmittal and such other documents as may be requested in connection therewith, the Paying Agent to enable it to, and the Paying Agent shall, shall pay the holder of such Certificate the Cash Merger Price Consideration or the Stock Merger Consideration, as the case may be, multiplied (after giving effect to any required tax withholdings) by the number of Shares formerly represented by such Certificate Certificate, in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Cash Merger Price Consideration or Stock Merger Consideration, as the case may be, relating thereto. No interest or dividends shall be paid or accrued on the Merger PriceConsideration. If All Merger Consideration paid upon surrender for exchange of any Certificate in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to such Certificate.
(c) In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the Merger Price Consideration (or any portion thereof) is to may be paid and delivered to any person other than the person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that so long as the Certificate so surrendered shall be is properly endorsed or otherwise be is in proper form for transfer and that the person surrendering requesting such Certificates shall pay payment pays 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 Certificate surrendered, or shall establish establishes to the satisfaction of the Paying Agent that such tax has taxes have been paid or is are not applicable.
(c) . In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue be required to pay the full Merger Consideration in exchange for respect of any Shares represented by such Certificate; provided, however, if required by Parent, the owner of such lost, stolen or destroyed Certificate shall execute and deliver to the Merger Price deliverable in respect thereof, provided that the holder Paying Agent a form of affidavit claiming such Certificate shallto be lost, as a condition precedent stolen or destroyed in form and substance satisfactory to Parent and the payment thereof, give the Surviving Corporation posting by such owner of a bond in such sum amount as it Parent may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it determine is necessary as indemnity against any claim that may be made against it with respect to Parent or the Certificate claimed to have been lost, stolen or destroyedPaying Agent.
(d) Promptly following the date which is 180 days after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation all cash, Parent Common Stock, 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 Certificate may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the aggregate Merger Consideration relating thereto, without any interest thereon. Notwithstanding the foregoing, none of Parent, Purchaser, the Surviving Corporation 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 with respect thereto would otherwise escheat to or become the property of any court, administrative agency, commission, or other governmental authority or instrumentality ("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.
(e) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled canceled, and, in Parent's sole discretion, the holders of such Certificates shall receive in return for the payment of the aggregate Merger Price Consideration relating thereto, as provided in this Article IIIII.
Appears in 1 contract
Samples: Merger Agreement (It Group Inc)
Payment for Shares. DISSENTING SHARES
3.1 PAYMENT FOR SHARES OF COMPANY COMMON STOCK.
(a) From and after Prior to the Effective Time, Parent shall designate a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent for the holders of the Shares in connection with the Merger (the "Paying AgentPAYING AGENT") in for purposes of effecting the payment exchange of certificates for the Merger Price in respect of certificates (the "Certificates") thatConsideration which, prior to the Effective Time, represented Shares entitled to payment of receive the Merger Price Consideration pursuant to Section 2.072.7(b).
(b) From time to time before or after the Effective Time, as necessary, Parent or Acquisition Sub shall deposit in trust with the Paying Agent cash in an aggregate amount equal to the product of (i) the number of Shares issued and outstanding immediately prior to the Effective Time (other than shares owned by, or issuable upon conversion of other securities to, the Company, Parent, Acquisition Sub or any direct or indirect Parent Subsidiary or Company Subsidiary and Shares known immediately prior to the Effective Time to be Dissenting Shares) (as hereinafter defined) and (ii) the Merger Consideration (such aggregate amount being hereinafter referred to as the "PAYMENT FUND"). The Paying Agent shall, pursuant to irrevocable instructions, make the payments referred to in Section 2.7(b) out of the Payment Fund.
(c) Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each person who was a record holder of Certificates an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (other than Certificates representing Excluded Sharesthe "CERTIFICATES"), whose Shares were converted pursuant to Section 2.7(b) into the right to receive the Merger Consideration, a form of letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Surviving Corporation may reasonably specify) and instructions for its use in surrendering such Certificates and receiving in exchange for payment of the aggregate Merger Price in respect thereofConsideration. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it toof such a Certificate, together with such duly executed letter of transmittal and the Paying Agent shallany other required documents, pay the holder of such Certificate thereof shall be paid, without interest thereon, the Merger Price multiplied by the number of Shares formerly represented by Consideration to which such Certificate in consideration thereforholder is entitled hereunder, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall shall, after the Effective Time, represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends shall be paid or accrued on Consideration into which 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 Shares such Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such 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 Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.
(c) In the event any Certificate theretofore represented shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.converted pursuant to
Appears in 1 contract
Payment for Shares. (a) From and after Purchaser shall make available or cause to be ------------------ made available to the Effective Time, a bank or trust company or stock transfer paying agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and appointed by Purchaser with the Company) shall act as paying agent 's prior approval (the "Paying Agent") amounts sufficient in the aggregate to ------------ provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Purchaser shall instruct the Paying Agent to mail to each person who was, at the Effective Time, a holder of record (other than any of the Purchaser Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented any of such Shares entitled to in exchange for payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions for use thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in surrendering the amount to which such Certificates and receiving persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the aggregate Merger Price in respect thereof. Upon amount payable upon the surrender of each any such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Pricecertificate. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable.
(c) In . One hundred eighty days following the event any Certificate Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in to deliver to it any funds (including any interest received with respect thereof, provided that the holder of such Certificate shall, as a condition precedent thereto) made available to the payment thereofPaying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, give and thereafter such holders shall be entitled to look to the Surviving Corporation a bond in such sum only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lostcash payable upon due surrender of their certificates. Notwithstanding the foregoing, stolen or destroyed.
(d) After neither the Effective Time, there Paying Agent nor any party hereto shall be no transfers on the stock transfer books liable to any holder of the certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses, including those of any 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 in connection with the exchange of cash for Shares and Purchaser shall be surrendered reimburse the Surviving Corporation for such charges and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIexpenses.
Appears in 1 contract
Samples: Merger Agreement (Millipore Corp)
Payment for Shares. (a) From and As soon as practicable after the Effective Timedate hereof (but in no event more than ten (10) days after the date hereof), a bank or trust company or stock transfer agent mutually acceptable to the Company, Parent and the Company (pursuant Sellers Representative shall provide any required “know your customer” information to an agreement satisfactory 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 "Certificates") that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent and enter into the Paying Agent Agreement with the Paying Agent. Within five (5) Business Days after the execution of the Paying Agent Agreement, the Company shall cause the Paying Agent to mail to each record holder of Certificates Stockholder (other than Certificates representing holders of Excluded Shares) a form of letter of transmittal in the form attached hereto as Exhibit A (the “Letter of Transmittal”) (which shall specify that delivery of the consideration payable in respect of the Shares shall be effected, and risk of loss and title to the Certificates such Shares shall pass, only upon proper delivery to the Paying Agent of a properly executed and completed Letter of Transmittal). Shares (other than Excluded Shares) which are surrendered on or prior to the fifth (5th) Business Day prior to the Closing Date by delivery to the Paying Agent of a properly executed and completed Letter of Transmittal for such Shares shall be cancelled, and each holder of such surrendered Shares shall be entitled to receive, on the Closing Date, in accordance with the instructions provided by such holder in the Letter of Transmittal, in exchange for such surrendered Shares, an amount in cash, in immediately available funds and without any interest thereon from the Paying Agent, equal to the product of (A) the number of such surrendered Shares held by such Stockholder multiplied by (B) the applicable Per Share Closing Merger Consideration with respect to each such Share. Any Stockholder who has not delivered a duly executed and completed Letter of Transmittal on or prior to the fifth (5th) Business Day prior to the Closing Date shall, upon delivery to the Paying Agent of a properly executed and completed Letter of Transmittal for Shares owned by such Stockholder, be entitled to receive, within five (5) Business Days of the Certificates delivery of such Letter of Transmittal, in accordance with the instructions provided by such holder in the Letter of Transmittal, in exchange for such surrendered Shares, an amount in cash, in immediately available funds and without any interest thereon from the Paying Agent, equal to the product of (A) the number of such surrendered Shares held by such Stockholder multiplied by (B) the applicable Per Share Closing Merger Consideration plus any Additional Per Share Merger Consideration that has become payable with respect to each such Share. If a Dissenting Stockholder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such Dissenting Stockholder is not entitled to the relief provided by Section 262 of the DGCL with respect to any Dissenting Shares, such Shares shall cease to be Excluded Shares and shall be surrendered upon delivery to the Paying Agent of a properly executed and completed Letter of Transmittal for such Shares, such Shares shall be cancelled, and each holder of such surrendered Shares shall be entitled to receive, within five (5) Business Days of the delivery of such Letter of Transmittal, in accordance with the instructions provided by such holder in the Letter of Transmittal, in exchange for such surrendered Shares, an amount in cash, in immediately available funds and without any interest thereon, from the Paying Agent, equal to the product of (A) the number of such surrendered Shares held by such Stockholder multiplied by (B) the applicable Per Share Closing Merger Consideration plus any Additional Per Share Merger Consideration that has become payable with respect to each such Share. No interest will be paid or accrued on any amount payable as Per Share Closing Merger Consideration or Additional Per Share Merger Consideration. Until surrendered in accordance with the provisions of this SECTION 2.2(a), each Share (other than Excluded Shares) shall represent for all purposes only the right to receive, as provided by this Agreement and without any interest thereon, the applicable Per Share Closing Merger Consideration with respect to each such Share and any Additional Per Share Merger Consideration, and shall have no other rights. At any time following (i) as relates to the Per Share Closing Merger Consideration, the six (6) month anniversary of the Effective Time or (ii) as relates to any Additional Per Share Merger Consideration, the six (6) month anniversary of the Paying Agent’s receipt of any such Additional Per Share Merger Consideration, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and instructions for use in surrendering such Certificates not disbursed to holders of Shares (including all interest and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to income received by the Paying Agent in respect of all funds made available to enable it toit), and the Paying Agent shallthereafter, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends holders shall be paid or accrued on the Merger Price. If the Merger Price (or any portion thereof) is entitled to be delivered look to any person other than the person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such 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 Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.
(c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum (subject to abandoned property, escheat and other similar Laws) only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed Per Share Closing Merger Consideration and Additional Per Share Merger Consideration that may be payable upon due delivery to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any a properly executed and completed Letter of Transmittal for Shares which were outstanding immediately prior owned by such holders. Notwithstanding anything to the Effective Time. Ifcontrary contained herein, after the Effective Time, Certificates are presented to the Surviving Corporation no Party or the Paying Agent, they other Person shall be surrendered and canceled in return liable to any former holder of Shares for the payment of the aggregate Merger Price relating theretoany amount properly delivered to a public official pursuant to applicable abandoned property, as provided in this Article IIIescheat or similar Laws.
Appears in 1 contract
Payment for Shares. (a) Prior to the Effective Time, Parent shall appoint the Paying Agent to act as the Paying Agent in connection with the Merger. From and after the Effective Time, each holder of a bank or trust company or stock transfer agent mutually acceptable Certificate (other than holders of Certificates representing Excluded Shares) shall be entitled to Parent and receive in exchange therefor, upon surrender thereof to the Company (Paying Agent, a check representing the Merger Consideration to which such holder shall have become entitled pursuant to an agreement satisfactory 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 "Certificates") that, Section 1.8 hereof. Immediately prior to the Effective Time, represented Shares entitled Parent will deliver to payment the Paying Agent, in trust for the benefit of the holders of Company Common Stock, cash in the amount of the Merger Price Consideration payable pursuant to Section 2.071.8 hereof.
(b) Promptly after the Effective Time, but in no event later than five (5) business days thereafter, the Paying Agent shall mail to each record holder of Certificates Company Common Stock as of the Effective Time (other than Certificates representing holders of Excluded Shares) ), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available Certificates in exchange for the Merger Consideration. Upon surrender to the Paying Agent to enable it toof a Certificate, together with such letter of transmittal duly executed, and the Paying Agent shallany other required documents, pay the holder of such Certificate shall be entitled to receive in exchange therefor a check representing the Merger Price multiplied by the number of Shares formerly represented by Consideration to which such Certificate in consideration thereforholder shall have become entitled pursuant to Section 1.8 hereof, and such Certificate shall forthwith be canceled. Until so surrenderedFor shares of Company Common Stock that are held in book entry form, each Parent shall establish procedures for the delivery of such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends Company Common Stock, which procedures shall be paid or accrued on reasonably acceptable to the Company. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, the Merger PriceConsideration together with any other cash, dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Price (or any portion thereof) Consideration is to be delivered paid to any person a Person other than the person Person in whose name the Certificate surrendered is registered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering Person requesting such Certificates exchange shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment issuance of the Merger Price a check representing cash to a person Person other than the registered holder of the Certificate surrendered, surrendered or shall establish to the reasonable satisfaction of the Paying Agent Parent that such tax Tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 1.9, each Certificate shall represent for all purposes only the right to receive the Merger Consideration as provided in Section 1.8 hereof, without any interest thereon.
(c) In the event If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, upon receiving an indemnity undertaking from such Person or, if required by the Paying Agent, the posting by such Person of a bond in such reasonable amount as the Paying Agent may require, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable Consideration due to such Person as provided in respect thereofSection 1.8 of this Agreement.
(d) Parent shall be entitled to deduct and withhold, provided that or cause the Paying Agent to deduct and withhold, from the consideration otherwise payable pursuant to this Agreement to any holder of Certificates such Certificate shall, amounts as a condition precedent are required to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it deducted and withheld with respect to the Certificate claimed making of such payment under the Code, or any provision of any other Tax Law. To the extent that amounts are so withheld and paid over to have the appropriate taxing authority by Parent or the Paying Agent, (i) such withheld amounts shall be treated for all purposes of this Agreement as having been lostpaid to the holder of the Certificates in respect of which such deduction and withholding was made and (ii) Parent shall provide, stolen or destroyedcause the Paying Agent to provide, to the holders of such Certificates written notice of the amounts so deducted or withheld.
(de) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation Company of any Shares which the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to Parent or the Surviving Corporation or the Paying Agentfor transfer, they shall be surrendered canceled and canceled in return exchanged for the Merger Consideration as described in Sections 1.8 and 1.9 hereof.
(f) Any cash delivered to the Paying Agent for payment of the aggregate Merger Price relating theretoConsideration that remains unclaimed by the former stockholders of the Company for 180 days following the Effective Time shall be delivered by the Paying Agent to the Surviving Corporation. Any former stockholders of the Company who have not theretofore complied with this Section 1.9 shall thereafter look first to the Surviving Corporation and, as provided in this Article IIIsecond, to Parent for satisfaction of their claim for the consideration set forth herein, without any interest thereon. Notwithstanding the foregoing, neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any cash required to be delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Merger Agreement (Hoovers Inc)
Payment for Shares. (a) From and after At least three business days before the Effective Time, Purchaser will designate a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting the to make payment of the aggregate consideration payable in the Merger Price in respect of certificates (the "Certificates") that, “Paying Agent”). Immediately prior to the Effective TimeTime and from time to time thereafter to the extent necessary, we will deposit or cause to be deposited with the Paying Agent, for the benefit of holders of Eligible Shares, sufficient funds necessary to pay the consideration payable in the Merger and any other amounts payable in connection with the Merger. As promptly as practicable after the Effective Time and in no event later than five business days thereafter, we will cause the Paying Agent to send to each holder of Shares (other than Excluded Shares and Dissenting Shares) a letter of transmittal and instructions advising the shareholders how to surrender Eligible Shares represented by Share Certificates or book-entry (“FFE Book-Entry Shares”) in exchange for the consideration payable in the Merger, which is an amount per Share in cash equal to the Offer Price. The Paying Agent will pay the consideration payable in the Merger to the holders of Eligible Shares entitled upon surrender of a Share Certificate or Book-Entry Share, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions therein, and such other documents as may be required pursuant to payment such instructions. Interest will not be paid or accrue in respect of the consideration payable in the Merger. The Surviving Corporation will reduce the amount of any consideration payable in the Merger Price pursuant paid to Section 2.07.
(b) Promptly after the shareholders by any applicable withholding taxes. If any cash deposited with the Paying Agent is not claimed within six months following the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 cash will be delivered to Purchaser, upon its demand, and any person other than shareholders who have not theretofore complied with Share exchange procedures in the person in whose name Merger Agreement will thereafter look only to Purchaser and/or the Certificate surrendered is registeredSurviving Corporation, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form which will remain responsible for transfer and that the person surrendering such Certificates shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of their claims for the consideration payable in the Merger, without interest, less any applicable withholding taxes. Notwithstanding the foregoing, none of the Surviving Corporation, the Paying Agent, or Purchaser will be liable to any holder of Shares for any consideration payable in the Merger Price properly paid and delivered in respect of such Shares to a person public official pursuant to abandoned property, escheat or other than similar applicable law. The transmittal instructions will include instructions if the registered holder of the shareholder has lost a Share Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax if it has been paid or is not applicable.
(c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of . The shareholder will have to provide an affidavit of to that fact and, if required by the holder of Surviving Corporation, post a bond in a reasonable amount and upon such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, terms as a condition precedent to the payment thereof, give may be required by the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it indemnity against any claim that may be made against it with in respect to the Certificate claimed to have been lost, stolen or destroyedof such Share Certificate.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 1 contract
Payment for Shares. Parent shall make available or cause to be made available as and when needed to the bank or trust company appointed by Parent as paying agent prior to the consummation of the Offer, which paying agent shall be reasonably acceptable to the Company (athe "PAYING AGENT"), amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) From hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall instruct the Paying Agent to mail to each person who was, at the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to holder of record (other than any of the Parent Companies) of issued and the Company (pursuant to an agreement satisfactory to Parent outstanding Shares a form of letter of transmittal and the Company) shall act as paying agent (the "Paying Agent") instructions in customary form for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented any of such Shares entitled to in exchange for payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates therefor. Upon surrender to the Paying Agent of such a certificate, together with such letter of transmittal, duly executed and completed in accordance with the instructions for use thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in surrendering the amount to which such Certificates and receiving persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the aggregate Merger Price in respect thereof. Upon amount payable upon the surrender of each any such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Pricecertificate. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Surviving Corporation and the Paying Agent that such tax has been paid or is not applicable.
(c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After . 180 days following the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of any certificates formerly representing Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented and thereafter such holders shall be entitled to look to the Surviving Corporation or only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent, they Agent nor any party hereto shall be surrendered liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and canceled in return for the payment expenses of the aggregate Merger Price relating thereto, as provided Paying Agent in this Article IIIconnection with the exchange of cash for Shares and Parent shall reimburse the Surviving Corporation for such charges and expenses.
Appears in 1 contract
Payment for Shares. (a) From At and after the Effective Time, each holder of a bank certificate or trust company certificates representing shares of Common Stock canceled and extinguished at the Effective Time may surrender such certificate or stock transfer agent mutually acceptable certificates to Parent the Parent, to effect the exchange of such certificate or certificates on such holder's behalf. Until so surrendered and the Company (pursuant to an agreement satisfactory 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 "Certificates") thatexchanged, each outstanding certificate which, prior to the Effective Time, represented Shares entitled shares of Common Stock shall be deemed to payment represent and evidence only the right to receive the portion of the Merger Price pursuant merger consideration to Section 2.07be paid therefor as set forth in Sections 1.05 and 1.06 and until such surrender and exchange, no cash shall be paid to the holder of such outstanding certificate in respect thereof.
(b) Promptly after The Parent shall deliver to the Escrow Agent at the Effective TimeTime (i) $3,400,000 (the "Indemnification Escrow Amount") and (ii) $500,000 (the "Cash Flow Holdback"), to be held by the Paying Escrow Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title subject to the Certificates shall pass, only upon proper delivery terms and conditions of this Agreement and the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it toEscrow Agreement, and the Paying Agent shallIndemnification Escrow Amount and Cash Flow Holdback (collectively, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares"Escrowed Funds") shall represent solely be deducted from the right amounts otherwise payable to receive the aggregate Merger Price relating thereto. No interest or dividends shall be paid or accrued on holders of common stock and preferred stock of the Merger Price. Company pursuant to Section 1.05, as described in Schedule 1.05.
(c) If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name the Certificate certificate surrendered in exchange therefor is registered, it shall be a condition to such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or and otherwise be in proper form for transfer transfer, and that the person surrendering requesting such Certificates payment shall pay to the Paying Agent Company any transfer or and other taxes required by reason of the such payment of the Merger Price to a person in any name other than that of the registered holder of the Certificate surrendered, certificate surrendered or shall establish have established to the satisfaction of the Paying Agent Company that such tax either has been paid or is not applicable.
(c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyedpayable.
(d) After No interest shall accrue or be payable with respect to any, amounts which a holder of shares of capital stock of the Effective TimeCompany, there Stock Options or Warrants shall be no transfers on the stock transfer books of so entitled to receive. Parent and the Surviving Corporation of any 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 canceled in return for authorized to pay the payment consideration attributable to any certificate previously issued which has been lost or destroyed, upon receipt of satisfactory evidence of ownership of the aggregate Merger Price relating thereto, as provided in this Article IIIshares of securities represented thereby and of appropriate indemnification.
Appears in 1 contract
Samples: Agreement and Plan of Merger (3m Co)
Payment for Shares. (a) From Parent shall make available or cause to be made available as and after when needed to the Effective Timepaying agent appointed by Parent, a bank or trust company or stock transfer which paying agent mutually shall be reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent"), amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall instruct the Paying Agent to mail to each person who was, at the Effective Time, a holder of record (other than any of the Parent Companies) of issued and outstanding Shares a form of letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented any of such Shares entitled to in exchange for payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates therefor. Upon surrender to the Paying Agent of such a certificate, together with such letter of transmittal, duly executed and completed in accordance with the instructions for use thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in surrendering the amount to which such Certificates and receiving persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the aggregate Merger Price in respect thereof. Upon amount payable upon the surrender of each any such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Pricecertificate. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable.
(c) In . 180 days following the event any Certificate Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in to deliver to it any funds (including any interest received with respect thereof, provided that the holder of such Certificate shall, as a condition precedent thereto) made available to the payment thereofPaying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, give and thereafter such holders shall be entitled to look to the Surviving Corporation a bond in such sum only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lostcash payable upon due surrender of their certificates. Notwithstanding the foregoing, stolen or destroyed.
(d) After neither the Effective Time, there Paying Agent nor any party hereto shall be no transfers on liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall pay all charges and expenses of the stock transfer books Paying Agent in connection with the exchange of cash for Shares and Parent shall reimburse the Surviving Corporation of any 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 for such charges and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIexpenses.
Appears in 1 contract
Samples: Merger Agreement (Koninklijke Philips Electronics Nv)
Payment for Shares. Subject to adjustments required by Section 8.04, in the event that the Corporation and/or the Family Shareholders or Managing Family Shareholders shall purchase Shares under this Agreement, the following conditions shall apply unless the seller and the purchaser(s) of such Shares shall agree in writing to another arrangement:
(a) From and after The Corporation and/or the Effective TimeFamily Shareholders or Managing Family Shareholders shall pay the total purchase price by cash or by certified check at the Closing (defined herein) in the event that the total purchase price for the Shares is less than or equal to $500,000. In the event that the total Purchase Price for the Shares with respect to any of the Shareholders exceeds $500,000, a bank or trust company or stock transfer agent mutually acceptable to Parent the first $500,000 shall be paid in accordance with the preceding sentence hereof and the Company (pursuant to an agreement satisfactory to Parent and remaining unpaid balance of the Company) shall act as paying agent Purchase Price may in the discretion of the Board of Directors, be paid by delivery at the Closing of a non-negotiable promissory note (the "Paying AgentNote"). Each Note (i) shall be paid in effecting forty (40) equal quarterly installments of principal and interest on the last day of March, June, September and December, beginning on such quarterly date first following the Closing, (ii) shall bear interest on the unpaid purchase price from the date and at the rate set forth in Section 9.03 hereof, which interest shall be paid quarterly in arrears at the time of each payment of the Merger Price purchase price, (iii) shall be subject to prepayment without penalty, in respect whole or in part, at any time with the amount of certificates (any such prepayments applied first to interest accrued on the "Certificates") that, prior unpaid balance as of the date of the prepayment and second to the Effective Timeunpaid balance, represented Shares entitled to payment and each installment of the Merger Price pursuant unpaid balance thereafter shall xxxxx proportionately, and (iv) shall provide for acceleration of payment after notice of default has been given to the Corporation and/or the Family Shareholders or Managing Family Shareholders by the Shareholder, unless such default is cured within thirty (30) days after written notice of default. The parties agree that in the event the Payment Cap applies and the Corporation is prevented from making payments under the terms of the Note, no default shall exist under the Note notwithstanding the application of the Payment Cap Adjustment set forth in Section 2.078.04 hereof. Interest shall accrue on amounts due and not paid under the Note during such period of time that the Payment Cap exists at a rate equal to 2% in excess of the rate provided for in Section 9.03. Notwithstanding anything to the contrary in this Section 9.01(a), the amount of any proceeds received by the Corporation from any Insurance Policy described in Article Twelve which is used to purchase the Shares of a deceased Shareholder shall be paid by cash or by certified check at the Closing.
(b) Promptly after In the Effective Timeevent the Corporation or the Family Shareholders purchase Shares under this Agreement and deliver Notes, the Paying Agent Notes shall mail be secured by a pledge of the Shares to each record holder of the selling Shareholder until such time as the payment is made in full. Certificates (other than Certificates representing Excluded Shares) evidencing the Shares pledged under the Pledge Agreement shall be held by the selling Shareholder. The Pledge Agreement shall be in a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title satisfactory to the Certificates shall pass, only upon proper delivery Board of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such 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 Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicableDirectors.
(c) In The "Closing" of any purchase pursuant to subparagraphs (a) and (b) shall take place at the event any Certificate shall have been lost, stolen or destroyed, upon principal place of business of the making of an affidavit of Corporation on the ninetieth (90th) day following the Purchase Notice (provided that fact by the holder of if such Certificatedate is not a business day, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyednext business day thereafter).
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 1 contract
Payment for Shares. (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying AgentPAYING AGENT") in effecting the payment of the Merger Price in respect of certificates (the "CertificatesSHARE CERTIFICATES") that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.071.07. Prior to the Effective Time, Parent shall enter into a paying agent agreement with the Paying Agent in form and substance reasonably acceptable to the Company. At or prior to the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Price to which holders of Shares shall be entitled at the Effective Time pursuant to Section 1.07 plus the aggregate consideration payable pursuant to Section 1.10 in exchange for Company Options, Company Stock-Based Awards and Restricted Shares (such funds collectively being hereinafter referred to as the "EXCHANGE FUND"). Parent shall be obligated to, from time to time, deposit any additional funds necessary to pay the aggregate Merger Price with respect to Shares outstanding at the Effective Time.
(b) Promptly after the Effective Time, the Paying Agent shall, and Parent shall cause the Paying Agent to, mail to each record holder of Share Certificates that immediately prior to the Effective Time represented Shares (other than Share Certificates representing Excluded Shares held by Parent, Merger Sub or any wholly owned Subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly owned Subsidiary of the Company, and other than Dissenting Shares) a form of letter of transmittal transmittal, in form and substance reasonably satisfactory to Parent, 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 Agent, and instructions for use in surrendering such Share Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available Share Certificate for cancellation to the Paying Agent or to enable it tosuch additional agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent shallAgent, pay the holder of such Share Certificate shall be paid the Merger Price multiplied by the number of Shares formerly represented by such Share Certificate in consideration therefor, and such Share Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Excluded Shares held by Parent, Merger Sub or by any wholly owned Subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly owned Subsidiary of the Company, and other than 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 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 or otherwise be in proper form for transfer and that the person surrendering such Certificates Share Certificate 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 reasonable satisfaction of the Paying Agent that such tax has been paid or is not applicable. Promptly after the Effective Time, the Paying Agent shall, and Parent shall cause the Paying Agent to, mail to the persons entitled to receive such payment, as verified by Parent pursuant to Section 1.10(d), checks in payment of the consideration payable to such persons pursuant to Section 1.10 in exchange for Company Options, Company Stock-Based Awards and Restricted Shares.
(c) Promptly following the date which is 12 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 Share may surrender such Share Certificate to the Surviving Corporation and, subject to the applicable abandoned property, escheat and similar laws, receive in exchange therefor the aggregate consideration relating thereto, without any interest or dividends thereon, as provided in this Agreement.
(d) After the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers on the stock transfer books of the Company of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Share Certificates formerly representing Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and cancelled in exchange for the payment of the aggregate consideration as provided in this Agreement.
(e) None of Parent, Merger Sub, the Company nor the Surviving Corporation shall be liable to any holder of the Shares, Company Options, Company Stock-Based Awards or other securities for any consideration to be paid in the Merger delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
(f) Each of the Company, Surviving Corporation, Parent and the Paying Agent shall be entitled to deduct and withhold from any payment hereunder to Parent or to any holder of Shares, Company Options, Company Stock-Based Awards or other securities 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 (the "CODE"), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Company, Surviving Corporation, Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient in respect of which such deduction and withholding was made by the Surviving Corporation, Parent or the Paying Agent, as the case may be. In the event case of any holder of more than 5% of the Shares who is a "United States person" for United States federal income tax purposes, such holder shall deliver, on the Closing Date, a properly executed non-foreign affidavit substantially in the form attached hereto as Exhibit C. In the case of any holder of more than 5% of the Shares who is not a "United States person," for United States federal income tax purposes, and who acquired its shares on or after January 1, 2007, the Company shall certify, to the extent it is able to do so, that it was at no time since January 1, 2007, a United States real property holding corporation.
(g) If any Share Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of person claiming such Certificate, the Paying Agent shall issue in exchange for such Share Certificate to be lost, stolen or destroyed Certificate and, if required by Parent or the Merger Price deliverable Surviving Corporation, the posting by such person of a bond, in respect thereof, provided that the holder of such Certificate shall, reasonable amount as a condition precedent to the payment thereof, give Parent or the Surviving Corporation a bond in such sum may direct, as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it indemnity against any claim that may be made against it with respect to the Certificate claimed to have been alleged loss, theft or destruction of such Share Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyeddestroyed Share Certificate, the Merger Price, without any interest thereon.
(dh) After The Paying Agent shall invest the Effective Time, there funds constituting the Exchange Fund as directed by Parent. Any interest or other income resulting from such investment shall be no transfers on the stock transfer books of the Surviving Corporation of paid to Parent. The Exchange Fund shall not be used for any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, other purpose except as provided in this Article IIIAgreement.
Appears in 1 contract
Samples: Merger Agreement (Oakley Inc)
Payment for Shares. (ai) From and after Upon surrender to the Effective Time, Surviving Corporation by each Company Stockholder of a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory 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 "Certificates") that, certificate that immediately prior to the Effective Time, Time represented Common Stock (other than Dissenting Shares entitled or Common Stock to payment of the Merger Price be canceled pursuant to Section 2.07.
(b) Promptly after the Effective Time2.5(b)), the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate certificate shall be entitled to promptly receive in exchange therefor, cash in an amount equal to the Merger Price multiplied by product of (i) the number of Shares shares of Common Stock formerly represented by such Certificate certificate and (ii) the Common Stock Price, which amounts shall be paid by the Surviving Corporation by check or wire transfer in consideration therefor, and accordance with the instructions provided by such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating theretoholder. No interest or dividends shall will be paid or accrued on the Merger Priceconsideration payable upon the surrender of any certificate. If the Merger Price (or any portion thereof) consideration provided for herein is to be delivered to any in the name of a person other than the person in whose name the Certificate certificate surrendered is registered, it shall be a condition to of such right to receive such Merger Price delivery that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates delivery shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price such delivery to a person other than the registered holder of the Certificate surrenderedcertificate, or that such person shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.7(b)(i), each certificate (other than certificates representing Dissenting Shares or Common Stock to be canceled pursuant to Section 2.5(b)) shall represent, for all purposes, in the case of certificates representing Common Stock (other than Common Stock to be canceled pursuant to Section 2.5(b)), only the right to receive the Per Share Merger Consideration.
(c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(dii) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which shares of Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates certificates are presented to the Surviving Corporation or the Paying AgentCorporation, they shall be surrendered canceled and canceled in return for the payment of the aggregate Merger Price relating thereto, exchanged as provided in this Article IIIII.
(iii) In the event any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in form and substance reasonably acceptable to the Surviving Corporation) of that fact by the Person (who shall be the record owner of such certificate) claiming such certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of 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 such certificate, the Surviving Corporation will issue in exchange for such lost, stolen or destroyed certificate the Per Share Merger Consideration deliverable in respect thereof pursuant to this Agreement.
(iv) The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any Company Securityholder pursuant to this Agreement such amounts as may be required to be deducted or withheld with respect to the making of such payment under the Code, or any applicable provision of state, local or foreign Tax Law. To the extent that amounts are so deducted or withheld and paid over to the appropriate taxing authority by the Surviving Corporation, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.
Appears in 1 contract
Payment for Shares. (a) From and after Prior to the Effective Time, a Buyer or Xxxxxx shall designate bank or trust company or stock transfer agent mutually reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall , to act as paying agent Paying Agent in connection with the Merger (the "Paying Agent") and to receive and disburse the Merger Consideration to which holders of Shares become entitled pursuant to Section 2.1. At the Effective Time, Buyer or Xxxxxx will provide the Paying Agent with sufficient cash to allow the Merger Consideration to be paid by the Paying Agent for each Share then entitled to receive the Merger Consideration. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record (other than Dissenting Shareholders) of issued and outstanding Shares a form (mutually agreed to by Buyer and the Company) of letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented any of such Shares entitled to in exchange for payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions for use in surrendering such Certificates and receiving thereto, the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent Surviving Corporation shall make funds available to promptly cause the Paying Agent to enable it topay to the persons entitled thereto a check in the amount to which such persons are entitled, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right after giving effect to receive the aggregate Merger Price relating theretoany required tax withholdings. No interest or dividends shall will be paid or accrued will accrue on the Merger Priceamount payable upon the surrender of any such certificate. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable.
(c) . The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of the Merger Consideration for Shares. In the event any Certificate certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of Person claiming such Certificatecertificate to be lost, stolen or destroyed, the Paying Agent shall will issue in exchange for such lost, stolen or destroyed Certificate certificate the Merger Price Consideration deliverable in respect thereofthereof as determined in accordance with this Article 2; provided, provided that however, the holder of such Certificate person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it the Surviving Corporation with respect to the Certificate claimed certificate alleged to have been lost, stolen or destroyed.
(d) After . Promptly following the first anniversary of the Effective Time, there the Paying Agent shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented deliver to the Surviving Corporation or all cash held for payment as Merger Consideration and all 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 certificate representing Shares may surrender such certificate to the Surviving Corporation (subject to applicable abandoned property, they shall be surrendered escheat and canceled similar laws) and receive in return for exchange therefor the payment of the aggregate Merger Price relating theretoConsideration in respect thereof, as provided in this Article IIIwithout interest thereon.
Appears in 1 contract
Samples: Merger Agreement (Owosso Corp)
Payment for Shares. Upon delivery to the Paying Agent of a Letter of Transmittal by any Record Holder of Shares represented by Certificates (a) From other than the Dissenting Shares or the Excluded Shares), duly completed and after the Effective Timesigned in accordance with its instructions, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting the payment surrender of the Merger Price Certificates (or affidavits of loss in respect of certificates (the "Certificates"lieu thereof) that, that immediately prior to the Effective TimeTime represented such Shares (or affidavits of loss in lieu thereof), represented Shares such Record Holder shall be entitled to payment of receive the Merger Price pursuant Consideration in respect of such Shares, and the Certificate so surrendered shall forthwith be canceled. Notwithstanding anything to Section 2.07.
the contrary in this Agreement, no Record Holder of a Book Entry Share shall be required to deliver a Certificate or an executed Letter of Transmittal to the Paying Agent to receive the Merger Consideration in respect of such Shares. In lieu thereof, such Record Holder shall upon receipt by the Paying Agent of an “agent’s message” in customary form (b) Promptly or such other evidence, if any, as the Paying Agent may reasonably request), be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price Consideration in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder Book-Entry Share of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration thereforholder, and such Certificate Book Entry Shares shall forthwith be canceled. Until so surrenderedIn the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, each a check for any cash to be delivered upon compliance with the procedures described above, may be issued to the transferee if the Paying Agent receives documents reasonably required to evidence and effect such Certificate (other than transfer and to evidence that any applicable stock transfer Taxes have been paid or that stock transfer Taxes are not applicable. All cash paid as Merger Consideration upon the surrender of Certificates representing Excluded or in respect of Book Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the applicable Shares) shall 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 Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such 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 Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.
(c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, amount payable as provided in this Article IIIabove.
Appears in 1 contract
Samples: Merger Agreement (International Rectifier Corp /De/)
Payment for Shares. (a) From and Immediately after the Effective Time, a bank the Parent shall make available or trust company or stock transfer cause to be made available to the paying agent mutually appointed by the Parent that is reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(a) hereof to holders of Shares. At the Effective Time, the Parent shall instruct the Paying Agent to promptly, and in any event not later than three business days following the Effective Time, mail to each person who was, at the Effective Time, a holder of record of issued and outstanding Shares a form (mutually agreed to by Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented any of such Shares entitled to in exchange for payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions for use in surrendering such Certificates and receiving thereto, the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to instruct the Paying Agent to enable it topromptly, and the Paying Agent shallin any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the holder of persons entitled thereto a check in the amount to which such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration thereforpersons are entitled, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right after giving effect to receive the aggregate Merger Price relating theretoany required tax withholdings. No interest or dividends shall will be paid or accrued will accrue on the Merger Priceamount payable upon the surrender of any such certificate. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.
(c) In . One hundred and eighty days following the event any Certificate Effective Time, the Parent shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in to deliver to it any funds (including any interest received with respect thereof, provided that the holder of such Certificate shall, as a condition precedent thereto) made available to the payment thereofPaying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, give and thereafter such holders shall be entitled to look to the Surviving Corporation a bond in such sum Parent only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lostMerger Consideration payable upon due surrender of their certificates. Notwithstanding the foregoing, stolen or destroyed.
(d) After neither the Effective Time, there Paying Agent nor any party hereto shall be no transfers on the stock transfer books liable to any holder of the Surviving Corporation of certificates formerly representing Shares for any Shares which were outstanding immediately prior amount paid to the Effective Time. Ifa public official pursuant to any applicable abandoned property, after the Effective Time, Certificates are presented to the Surviving Corporation escheat or the Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIsimilar Law.
Appears in 1 contract
Samples: Merger Agreement (Eppendorf INC)
Payment for Shares. (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory 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 Shares entitled to payment of the Merger Price pursuant to Section 2.07. Promptly following the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Price to which holders of Shares shall be entitled at the Effective Time pursuant to Section 2.07 (such funds being hereinafter referred to as the "Exchange Fund").
(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 Shares (other than Share Certificates representing Excluded SharesShares held by Parent or the Purchaser, any wholly-owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company) 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 instructions for use in surrendering such Share Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available Share Certificate for cancellation to the Paying Agent or to enable it tosuch other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the Paying Agent shall, shall pay the holder of such Share Certificate in respect of Shares, the applicable Merger Price multiplied by the number of Shares formerly represented by such Share Certificate in consideration therefor, and such Share Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Excluded SharesShares held by Parent or the Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company) 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 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 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) In Promptly following the event any Certificate shall have been lost, stolen or destroyed, upon date which is 180 days after the making of an affidavit of that fact by the holder of such CertificateEffective Time, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent deliver to the payment thereof, give 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 bond in Share Certificate formerly representing a Share may surrender such sum as it may direct or otherwise indemnify Share Certificate to the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect and (subject to the Certificate claimed to have been lostapplicable abandoned property, stolen escheat and similar laws) receive in consideration therefor the aggregate Merger Price relating thereto, without any interest or destroyeddividends thereon.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Share Certificates formerly representing Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
(e) None of Parent, the Purchaser, the Company nor the Surviving Corporation shall be liable to any holder of Shares or other securities for any consideration to be paid in the Merger delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
(f) Each of the Surviving Corporation, Parent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares or other securities 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, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or other securities in respect of which such deduction and withholding was made by the Surviving Corporation, Parent or the Paying Agent, as the case may be.
(g) If any Share 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 Parent or the Surviving Corporation, the posting by such person of a bond, in such reasonable amount as Parent or the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Share Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Share Certificate, the Merger Price, without any interest thereon.
(h) The Paying Agent shall invest the funds constituting the Exchange Fund as directed by Parent. Any interest or other income resulting from such investment shall be paid to Parent.
Appears in 1 contract
Payment for Shares. (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory 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 Shares entitled to payment of the Merger Price pursuant to Section 2.071.07. Prior to the Effective Time, Parent shall enter into a paying agent agreement with the Paying Agent in form and substance reasonably acceptable to the Company. At or prior to the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Price to which holders of Shares shall be entitled at the Effective Time pursuant to Section 1.07 (such funds being hereinafter referred to as the "Exchange Fund"). Parent shall be obligated to, from time to time, deposit any additional funds necessary to pay the aggregate Merger Price with respect to Shares outstanding at the Effective Time.
(b) Promptly after the Effective Time, the Paying Agent shall, and Parent shall cause the Paying Agent to, mail to each record holder of Share Certificates that immediately prior to the Effective Time represented Shares (other than Share Certificates representing Excluded Shares held by Parent or Merger Sub, any wholly-owned Subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned Subsidiary of the Company, and other than Dissenting Shares) a form of letter of transmittal transmittal, in form and substance reasonably satisfactory to Parent, 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 Agent, and instructions for use in surrendering such Share Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available Share Certificate for cancellation to the Paying Agent or to enable it tosuch additional agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent shallAgent, pay the holder of such Share Certificate shall be paid the Merger Price multiplied by the number of Shares formerly represented by such Share Certificate in consideration therefor, and such Share Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Excluded Shares held by Parent or Merger Sub, by any wholly-owned Subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned Subsidiary of the Company, and other than 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 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 or otherwise be in proper form for transfer and that the person surrendering such Certificates Share Certificate 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) In Promptly following the event any Certificate shall have been lost, stolen or destroyed, upon date which is 180 days after the making of an affidavit of that fact by the holder of such CertificateEffective Time, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent deliver to the payment thereof, give 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 bond in Share Certificate formerly representing a Share may surrender such sum as it may direct or otherwise indemnify Share Certificate to the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect and, subject to the Certificate claimed to have been lostapplicable abandoned property, stolen escheat and similar laws, receive in exchange therefor the aggregate consideration relating thereto, without any interest or destroyeddividends thereon, as provided in this Agreement.
(d) After the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers on the stock transfer books of the Surviving Corporation Company of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Share Certificates formerly representing Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled cancelled in return exchange for the payment of the aggregate Merger Price relating thereto, consideration as provided in this Article IIIAgreement.
(e) None of Parent, Merger Sub, the Company nor the Surviving Corporation shall be liable to any holder of the Shares, Company Options, Company Stock-Based Awards or other securities for any consideration to be paid in the Merger delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Payment for Shares. (a) From and after the Effective Time, a bank At or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory 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 "Certificates") that, prior to the Effective Time, represented Shares entitled Parent will deposit, and cause to be deposited, with the Paying Agent sufficient funds for the payment of the aggregate Merger Price pursuant Consideration to Section 2.07.
(b) Carbon Black’s stockholders. Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to will cause the Paying Agent to enable it to, mail to each holder of record of Shares a letter of transmittal and instructions for surrendering Certificates or providing a Book-Entry Confirmation in exchange for the Merger Consideration. The Paying Agent shall, will promptly pay the holder Merger Consideration in respect of such Certificate the Merger Price multiplied by the number of Shares formerly represented evidenced by such each Certificate in consideration thereforor Book-Entry Confirmation, less any required withholding of taxes, upon receipt of (i) a surrendered Certificate or Book-Entry Confirmation representing the Shares and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (ii) a duly executed letter of transmittal and any other than Certificates representing Excluded Shares) shall represent solely documents reasonably required by the right to receive the aggregate Merger Price relating theretoPaying Agent. No interest will accrue or dividends shall be paid on any amount payable upon surrender of a Certificate or accrued on the Merger PriceBook-Entry Confirmation. If the Merger Price (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates shall pay to cash deposited with the Paying Agent any transfer or other taxes required by reason of is not claimed within one year after the payment of the Merger Price Effective Time, Parent is entitled to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of require the Paying Agent that to return such tax cash to Parent or Parent’s designee. Thereafter, any holder of Shares who has not complied with the Certificate or Book-Entry Confirmation surrender procedures set forth in the Merger Agreement must look only to Parent or the Surviving Corporation, which will remain responsible for payment and issuance of the applicable Merger Consideration. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by applicable Law, the property of Parent or its designee, free and clear of all claims of interest of any Person previously entitled thereto. The transmittal instructions will include instructions if any Carbon Place stockholder has lost its Certificate or if it has been paid or is not applicable.
(c) In the event any Certificate shall have been lost, stolen or destroyed. In that case, upon the making of stockholder will be required to provide an affidavit of to that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as and execute and deliver a condition precedent customary indemnity agreement to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it provide indemnity against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyedsuch Certificate.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 1 contract
Samples: Offer to Purchase (Vmware, Inc.)
Payment for Shares. (a) From and after Immediately prior to the Effective TimeClosing, a bank or trust company or stock transfer agent mutually acceptable the chief financial officer of the Company shall deliver to Parent the Buyer and the Company Transitory Subsidiary a closing certificate (pursuant to an agreement satisfactory to Parent the "Closing Certificate"), which shall set forth (i) the total number of Vested Option Shares and the total number of Outstanding Common Stock, Outstanding Series B Stock, Outstanding Series C Stock, Outstanding Series D Stock and Outstanding Series E Stock, and (ii) the Merger Consideration payable with respect to each share of Outstanding Common Stock, computed in the manner set forth in Section 1.5 hereof. The Closing Certificate shall be accompanied by appropriate documentation supporting such computations. For purposes of determining the Merger Consideration payable to holders of Company Common Stock, the Closing Certificate shall be conclusive and binding upon the Company, the Company Shareholders, the Buyer and the Transitory Subsidiary. The determination of the Merger Consideration payable to the holders of the Company Common Stock shall be included in the Merger Documents. 8PAGE
(b) shall act as paying agent Within five (5) business days following the Closing Date, American Stock Transfer & Trust Company (the "Paying Agent") in effecting the payment of the Merger Price in respect of certificates (the "Certificates") that), prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail transmit to each record holder of Certificates (other than Certificates representing Excluded Shares) Company Shareholder a form of letter of transmittal which shall specify that delivery shall be effected, and risk (the "Letter of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Transmittal") and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each certificate representing Company Shares (a "Certificate") held by such Company Shareholder in exchange for the Closing Consideration represented by such Company Shares. Upon the proper surrender of a Certificate, Parent shall make funds available a duly executed Letter of Transmittal and any required tax certifications to the Paying Agent to enable it toby a Company Shareholder in accordance with such instructions, and the Paying Agent shallshall deliver to such Company Shareholder a check for the Closing Consideration that such Company Shareholder is entitled to receive, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceledwithout interest. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Certificate surrendered is registered, it It shall be a condition to of such right to receive such Merger Price payment and delivery that the surrendered Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates shall pay to the Paying Agent any transfer or other taxes required by reason of the such payment of the Merger Price to a person other than the registered holder of the Certificate surrendered, or shall delivery or establish to the satisfaction of the Paying Agent Agent, the Buyer and/or the Surviving Corporation that such tax has been paid or is not applicable. Until so surrendered for payment, each Certificate heretofore representing Company Shares (other than Dissenting Shares) shall, subject to Section 1.10 hereof, be deemed for all purposes to evidence the right to receive cash as described in accordance with Section 1.5 above and until so surrendered for payment, the holder of such outstanding Certificate shall not have any rights as a shareholder of the Company, except such rights, if any, as such holder may have with respect to Dissenting Shares and shall not be entitled to receive any consideration from the Surviving Corporation and/or the Buyer with respect to the Company Shares represented by such Certificate. If outstanding Certificates are not surrendered, or the cash payment therefor is not claimed prior to thirty (30) months after the Effective Time (or, in any particular case, prior to such earlier date on which such cash payment would otherwise escheat to or become the property of any governmental unit or agency), the unclaimed amounts shall, to the extent permitted by applicable law, become the property of the Buyer, free and clear of all claims or interest of any person previously entitled thereto, provided that the Buyer shall have given written notice of such event to the Company Shareholder Representative at least sixty (60) days prior to such transfer.
(c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of person claiming such CertificateCertificate to be lost, stolen or destroyed, the Paying Agent Buyer shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable cash payable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, exchange therefor as provided in this Article IIISection 1.
Appears in 1 contract
Payment for Shares. (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory 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 Shares entitled to payment of the Merger Price pursuant to Section 2.071.07. Prior to the Effective Time, Parent shall enter into a paying agent agreement with the Paying Agent in form and substance reasonably acceptable to the Company. At or prior to the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Price to which holders of Shares shall be entitled at the Effective Time pursuant to Section 1.07 plus the aggregate consideration payable pursuant to Section 1.10 in exchange for Company Options, Company Stock-Based Awards and Restricted Shares (such funds collectively being hereinafter referred to as the “Exchange Fund”). Parent shall be obligated to, from time to time, deposit any additional funds necessary to pay the aggregate Merger Price with respect to Shares outstanding at the Effective Time.
(b) Promptly after the Effective Time, the Paying Agent shall, and Parent shall cause the Paying Agent to, mail to each record holder of Share Certificates that immediately prior to the Effective Time represented Shares (other than Share Certificates representing Excluded Shares held by Parent, Merger Sub or any wholly owned Subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly owned Subsidiary of the Company, and other than Dissenting Shares) a form of letter of transmittal transmittal, in form and substance reasonably satisfactory to Parent, 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 Agent, and instructions for use in surrendering such Share Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available Share Certificate for cancellation to the Paying Agent or to enable it tosuch additional agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent shallAgent, pay the holder of such Share Certificate shall be paid the Merger Price multiplied by the number of Shares formerly represented by such Share Certificate in consideration therefor, and such Share Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Excluded Shares held by Parent, Merger Sub or by any wholly owned Subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly owned Subsidiary of the Company, and other than 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 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 or otherwise be in proper form for transfer and that the person surrendering such Certificates Share Certificate 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 reasonable satisfaction of the Paying Agent that such tax has been paid or is not applicable. Promptly after the Effective Time, the Paying Agent shall, and Parent shall cause the Paying Agent to, mail to the persons entitled to receive such payment, as verified by Parent pursuant to Section 1.10(d), checks in payment of the consideration payable to such persons pursuant to Section 1.10 in exchange for Company Options, Company Stock-Based Awards and Restricted Shares.
(c) Promptly following the date which is 12 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 Share may surrender such Share Certificate to the Surviving Corporation and, subject to the applicable abandoned property, escheat and similar laws, receive in exchange therefor the aggregate consideration relating thereto, without any interest or dividends thereon, as provided in this Agreement.
(d) After the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers on the stock transfer books of the Company of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Share Certificates formerly representing Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and cancelled in exchange for the payment of the aggregate consideration as provided in this Agreement.
(e) None of Parent, Merger Sub, the Company nor the Surviving Corporation shall be liable to any holder of the Shares, Company Options, Company Stock-Based Awards or other securities for any consideration to be paid in the Merger delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
(f) Each of the Company, Surviving Corporation, Parent and the Paying Agent shall be entitled to deduct and withhold from any payment hereunder to Parent or to any holder of Shares, Company Options, Company Stock-Based Awards or other securities 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 (the “Code”), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Company, Surviving Corporation, Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient in respect of which such deduction and withholding was made by the Surviving Corporation, Parent or the Paying Agent, as the case may be. In the event case of any holder of more than 5% of the Shares who is a “United States person” for United States federal income tax purposes, such holder shall deliver, on the Closing Date, a properly executed non-foreign affidavit substantially in the form attached hereto as Exhibit C. In the case of any holder of more than 5% of the Shares who is not a “United States person,” for United States federal income tax purposes, and who acquired its shares on or after January 1, 2007, the Company shall certify, to the extent it is able to do so, that it was at no time since January 1, 2007, a United States real property holding corporation.
(g) If any Share Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of person claiming such Certificate, the Paying Agent shall issue in exchange for such Share Certificate to be lost, stolen or destroyed Certificate and, if required by Parent or the Merger Price deliverable Surviving Corporation, the posting by such person of a bond, in respect thereof, provided that the holder of such Certificate shall, reasonable amount as a condition precedent to the payment thereof, give Parent or the Surviving Corporation a bond in such sum may direct, as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it indemnity against any claim that may be made against it with respect to the Certificate claimed to have been alleged loss, theft or destruction of such Share Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyeddestroyed Share Certificate, the Merger Price, without any interest thereon.
(dh) After The Paying Agent shall invest the Effective Time, there funds constituting the Exchange Fund as directed by Parent. Any interest or other income resulting from such investment shall be no transfers on the stock transfer books of the Surviving Corporation of paid to Parent. The Exchange Fund shall not be used for any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, other purpose except as provided in this Article IIIAgreement.
Appears in 1 contract
Payment for Shares. (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent Newco and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying AgentPAYING AGENT") in effecting the payment of the Merger Price in respect of certificates (the "Certificates") that, Price. Immediately prior to the Effective Time, represented Shares entitled Newco shall deposit, or cause to payment of be deposited, in trust with the Paying Agent the aggregate Merger Price to which holders of Shares shall be entitled at the Effective Time pursuant to Section 2.072.1(a).
(b) Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each record holder of Certificates (other than Certificates representing Excluded SharesDissenting Shares and Certificates representing Shares held by Newco, any wholly-owned subsidiary of Newco, in the treasury of the Company or by any wholly-owned subsidiary of the Company) (i) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in such form and have such other provisions as Newco may reasonably specify and to which the Company consents (such consent not to be unreasonably withheld or delayed) and (ii) instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to duly completed and validly executed in accordance with the instructions thereto, the Paying Agent to enable it to, and the Paying Agent shall, shall pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded SharesDissenting Shares and Certificates representing Shares held by Newco, any wholly-owned subsidiary of Newco, in the treasury of the Company or by any wholly-owned subsidiary of the Company) 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 Certificate formerly representing Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price Price, that the Certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed, or otherwise be in proper form for transfer and that the person surrendering such 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 Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.
(c) In Promptly following the event any Certificate shall have been lost, stolen or destroyed, upon date which is 180 days after the making of an affidavit of that fact by the holder of such CertificateEffective Time, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented deliver to the Surviving Corporation or all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, they each holder of a Certificate formerly representing Shares who has not theretofore complied with Article II and this Article III shall be surrendered and canceled in return look only to the Surviving Corporation (as a general creditor thereof) for payment of its claim for the payment of the aggregate Merger Price relating thereto, as provided in this Article III(without any interest or dividends thereon).
Appears in 1 contract
Payment for Shares. (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory 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 "Certificates") that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to Newco will cause the Paying Agent to enable it tomail and/or make available to each holder of record (other than Newco) of a certificate or certificates, which immediately prior to the Effective Time represented issued and outstanding Shares (the "Certificates"), a notice and letter of transmittal and instructions for its use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent shallAgent, pay together with the letter of transmittal, duly executed and completed in accordance with the instructions therein, the holder of such Certificate will be entitled to receive the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration thereforConsideration, and such the Certificate shall forthwith so surrendered will be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends shall will be paid or accrued on in respect of the Merger PriceConsideration. If In the Merger Price (or any portion thereof) event of a transfer of ownership of the Company Common Stock which is to be delivered to any person other than not registered in the person in whose name transfer records of the Certificate surrendered is registeredCompany, it shall will be a condition to such right to receive such the payment of the Merger Price Consideration that the Certificate so surrendered shall be properly endorsed or be otherwise be in proper form for transfer and that the person surrendering such Certificates shall transferee will (i) 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 Certificate surrendered, or shall (ii) establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicablepayable.
(b) The Merger Consideration paid upon the surrender for exchange of Shares in accordance with the above terms and conditions will be deemed to have been issued in full satisfaction of all rights pertaining to such Shares.
(c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall will be no further registration of transfers on the stock transfer books of the Surviving Corporation of any the Shares which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such Shares are presented to Newco, they will be canceled and exchanged as provided above.
(d) In the Surviving Corporation event any Certificate has been lost, stolen or destroyed, the Paying AgentAgent will disburse in exchange for such lost, they shall be surrendered stolen or destroyed Certificate, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration; provided, however, that Newco may, in its discretion and canceled as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to deliver a bond, in return for the payment such sum as it may direct, as indemnity (or as to any such owner who is a holder of record as of the aggregate Merger Price relating theretodate of this Agreement, as provided in this Article IIIan agreement to indemnify without any bond) against any claim that may be made against Newco, the Company, the Paying Agent or any other party with respect to the Certificate alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Payment for Shares. (a) From and after Prior to the Effective Time, a bank or trust company or stock Buyer shall authorize the Company's transfer agent mutually acceptable or a commercial bank organized under the laws of the United States or any state thereof with capital, surplus and undivided profits of at least $50,000,000 to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent Paying Agent hereunder (the "Paying Agent") in effecting the payment of the Merger Price in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07.
(b) Promptly ). As soon as practicable after the Effective Time, the Paying Agent shall mail to each record holder holder, as of Certificates the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (other than Certificates representing Excluded Sharesthe "Certificates") a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each the Certificates for payment therefor. Each holder of a Certificate or Certificates shall be entitled to receive, upon surrender to the Paying Agent of the Certificate or Certificates for cancellation, together with such Certificateletter of transmittal duly executed, Parent and subject to any required backup withholding (within the meaning of Section 3406 of the Internal Revenue Code of 1986, as amended (the "Code")), the aggregate amount of cash into which the Shares previously represented by such Certificate or Certificates shall have been converted in the Merger. When and as needed, Buyer shall make funds available to the Paying Agent sufficient funds to enable it to, and make all payments pursuant to the preceding sentence. Until surrendered to the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrenderedAgent, each such Certificate (other than Certificates representing Excluded Dissenting Shares, Shares held in the treasury of the Company and Shares owned by Vajna and Valdina) shall represent solely be deemed for all corporate purposes to evidence only the right to receive upon such surrender the aggregate Merger Price relating theretoamount of cash into which the Shares represented thereby shall have been converted, subject to any required backup withholding (within the meaning of Section 3406 of the Code). No interest shall accrue or dividends shall be paid or accrued on the Merger Pricecash payable upon the surrender of the Certificate or Certificates. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 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.
(c) In the event any Certificate shall have been lost, stolen . Any cash delivered or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, made available to the Paying Agent pursuant to this Section 2.2 and not exchanged for Certificates representing Shares within six months after the Effective Time pursuant to this Section 2.2 shall issue be returned by the Paying Agent to the Surviving Corporation, which shall thereafter act as Paying Agent subject to the rights of holders of unsurrendered Certificates representing Shares under this Article II. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of Shares for any cash delivered to a public official pursuant to applicable abandoned property laws, or for any interest thereon. If Certificates are not surrendered prior to four years after the Effective Time (or, in exchange for any particular case, prior to such lost, stolen or destroyed Certificate earlier date on which the Merger Price deliverable consideration payable in respect thereofof such Shares would otherwise escheat to or become the property of any governmental unit or agency), provided that the holder any consideration payable in respect of such Certificate shall, as a condition precedent to the payment thereofextent permitted by applicable law, give become the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books property of the Surviving Corporation Corporation, free and clear of all claims of interest of any 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 canceled in return for the payment of the aggregate Merger Price relating person previously entitled thereto, as provided in this Article III.
Appears in 1 contract
Payment for Shares. The parties to this Agreement agree: (ai) From and after the Effective Timethat Computershare Limited shall serve, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as terms of a paying agent agreement, as the paying agent for purposes of this Agreement (the "“Paying Agent"”); and (ii) in effecting to execute and deliver the payment of the Merger Price in respect of certificates (the "Certificates") that, exchange agent agreement at or prior to the Effective Time, represented Shares entitled . The parties shall deliver or cause to payment be delivered to the Paying Agent a certified copy of a list of the Merger Price pursuant to Section 2.07shareholders of the Company.
(ba) Promptly At least fifteen (15) Business Days prior to Closing, Acquiror shall cause the Paying Agent to mail to each Person who is identified at the Closing by the Company as a holder of record of Company Common Stock, a letter of transmittal and instructions in a form to be agreed upon by the parties (the “Letter of Transmittal”) for use in effecting on or after the Effective TimeTime the surrender of certificates which represented shares of Company Common Stock (“Company Stock Certificates”), the Paying Agent shall mail to each record holder of Certificates (and which specifies, among other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify things, that delivery shall be effected, and risk of loss and title to the Company Stock Certificates shall pass, only upon proper delivery of such certificates to the Paying Agent, together with instructions for use in effecting the surrender of Company Stock Certificates pursuant to this Agreement.
(b) If a holder of record of Company Common Stock shall surrender to the Paying Agent such Company Stock Certificates, together with such Letter of Transmittal, duly executed and completed in accordance with the instructions for use in surrendering such Certificates and receiving thereto on or prior to 5:00 p.m. Central Time five (5) days prior to Closing (the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate“Deadline”), Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, on the date of Closing, cause to be paid to the Persons entitled thereto a check or, if appropriate instructions are provided and Paying Agent’s normal fees are paid, a wire in the amount to which such Persons are entitled, after giving effect to any required Tax withholdings. If a holder of record of Company Common Stock does not properly complete and deliver the Letter of Transmittal and surrender the Company Stock Certificates in accordance with this Agreement on or prior to the Deadline, then the Paying Agent will not pay the holder consideration entitled to be paid to such Person until after the Paying Agent's receipt and processing of such Certificate properly completed Letter of Transmittal and the Merger Price multiplied by surrender of the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate Company Stock Certificates.
(other than Certificates representing Excluded Sharesc) 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) payment is to be delivered made to any person a Person other than the person in whose name the Certificate surrendered is registeredregistered holder of Company Stock Certificates surrendered, it shall be a condition to of any such right to receive such Merger Price payment that the Certificate Company Stock Certificates so surrendered shall be properly endorsed or otherwise be executed in proper form for transfer and that the person surrendering Person requesting such Certificates payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price to a person Person other than the registered holder of the Certificate Company Stock Certificates surrendered, or shall establish to the satisfaction of Acquiror or the Paying Agent that any such tax Tax has been paid or is not applicable.
(cd) In Ninety (90) days following the event Effective Time, Acquiror shall cause the Paying Agent to mail to each Person who is identified at the Closing by the Company as a holder of record of Company Common Stock and who has not then surrendered their Company Stock Certificates to Paying Agent a second notice of the Letter of Transmittal. One hundred eighty (180) days following the Effective Time, the Paying Agent shall deliver to Acquiror a certified list of the names and addresses of all former registered holders of Company Common Stock who have not then surrendered their Company Stock Certificates to receive the Per Share Consideration to which they are entitled, and Acquiror shall be entitled at its election to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of Company Stock Certificates formerly representing Company Common Stock and outstanding at the Effective Time. Upon the delivery of such funds to Acquiror, such holders shall be entitled to look to Acquiror only as general creditors thereof with respect to the cash payable upon due surrender of their Company Stock Certificates.
(e) Except as otherwise provided herein or in the Letter of Transmittal, Acquiror shall pay all charges and expenses in connection with the payment of the Per Share Consideration in exchange for Company Common Stock.
(f) The Per Share Consideration paid pursuant to this Article 2 shall constitute and represent full satisfaction of all rights pertaining to such shares of Company Common Stock.
(g) If any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of Person claiming such Certificate, the Paying Agent shall issue in exchange for such Company Stock Certificate to be lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereofdestroyed, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it and providing an indemnity against any claim that may be made against it with respect to such Company Stock Certificate, Acquiror or the Certificate claimed to have been Paying Agent shall, in exchange for such lost, stolen or destroyed.
(d) After destroyed Company Stock Certificate, pay or cause to be paid the Effective Time, there shall be no transfers on the stock transfer books consideration deliverable in respect of the Surviving Corporation of any Shares which were outstanding immediately prior shares formerly represented by such Company Stock Certificate pursuant 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III2.
Appears in 1 contract
Payment for Shares. (a) From Parent shall make available or cause to be made available as and after when needed to the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to appointed by Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent prior to the consummation of the Offer, which paying agent shall be reasonably acceptable to the Company (the "Paying Agent"), amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall instruct the Paying Agent to mail to each person who was, at the Effective Time, a holder of record (other than any of the Parent Companies) of issued and outstanding Shares a form of letter of transmittal and instructions in customary form for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented any of such Shares entitled to in exchange for payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates therefor. Upon surrender to the Paying Agent of such a certificate, together with such letter of transmittal, duly executed and completed in accordance with the instructions for use thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in surrendering the amount to which such Certificates and receiving persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the aggregate Merger Price in respect thereof. Upon amount payable upon the surrender of each any such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Pricecertificate. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Surviving Corporation and the Paying Agent that such tax has been paid or is not applicable.
(c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After . 180 days following the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of shall be entitled to cause the Paying Agent to deliver to it any Shares which were outstanding immediately prior funds (including any interest received with respect thereto) made available 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.Agent which have not been disbursed
Appears in 1 contract
Samples: Merger Agreement (Koninklijke Philips Electronics Nv)
Payment for Shares. (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory 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 Shares entitled to payment of the Merger Price pursuant to Section 2.071.07. Prior to the Effective Time, Parent shall enter into a paying agent agreement with the Paying Agent in form and substance reasonably acceptable to the Company. At or prior to the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Price to which holders of Shares shall be entitled at the Effective Time pursuant to Section 1.07 (such funds being hereinafter referred to as the "Exchange Fund"). Parent shall be obligated to, from time to time, deposit any additional funds necessary to pay the aggregate Merger Price with respect to Shares outstanding at the Effective Time.
(b) Promptly after the Effective Time, the Paying Agent shall, and Parent shall cause the Paying Agent to, mail to each record holder of Share Certificates that immediately prior to the Effective Time represented Shares (other than Share Certificates representing Excluded Shares held by Parent or Merger Sub, any wholly-owned Subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned Subsidiary of the Company, and other than Dissenting Shares) a form of letter of transmittal transmittal, in form and substance reasonably satisfactory to Parent, 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 Agent, and instructions for use in surrendering such Share Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available Share Certificate for cancellation to the Paying Agent or to enable it tosuch additional agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent shallAgent, pay the holder of such Share Certificate shall be paid the Merger Price multiplied by the number of Shares formerly represented by such Share Certificate in consideration therefor, and such Share Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Share Certificate (other than Share Certificates representing Excluded Shares held by Parent or Merger Sub, by any wholly-owned Subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned Subsidiary of the Company, and other than 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 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 or otherwise be in proper form for transfer and that the person surrendering such Certificates Share Certificate 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) In Promptly following the event date which is 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 Share may surrender such Share Certificate to the Surviving Corporation and, subject to the applicable abandoned property, escheat and similar laws, receive in exchange therefor the aggregate consideration relating thereto, without any interest or dividends thereon, as provided in this Agreement.
(d) After the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers on the stock transfer books of the Company of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Share Certificates formerly representing Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and cancelled in exchange for the payment of the aggregate consideration as provided in this Agreement.
(e) None of Parent, Merger Sub, the Company nor the Surviving Corporation shall be liable to any holder of the Shares, Company Options, Company Stock-Based Awards or other securities for any consideration to be paid in the Merger delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
(f) Each of the Surviving Corporation, Parent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares, Company Options, Company Stock-Based Awards or other securities 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 (the "Code") or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares, Company Options, Company Stock-Based Awards or other securities in respect of which such deduction and withholding was made by the Surviving Corporation, Parent or the Paying Agent, as the case may be.
(g) If any Share Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of person claiming such Certificate, the Paying Agent shall issue in exchange for such Share Certificate to be lost, stolen or destroyed Certificate and, if required by Parent or the Merger Price deliverable Surviving Corporation, the posting by such person of a bond, in respect thereof, provided that the holder of such Certificate shall, reasonable amount as a condition precedent to the payment thereof, give Parent or the Surviving Corporation a bond in such sum may direct, as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it indemnity against any claim that may be made against it with respect to the Certificate claimed to have been alleged loss, theft or destruction of such Share Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyeddestroyed Share Certificate, the Merger Price, without any interest thereon.
(dh) After The Paying Agent shall invest the Effective Time, there funds constituting the Exchange Fund as directed by Parent. Any interest or other income resulting from such investment shall be no transfers on the stock transfer books of the Surviving Corporation of paid to Parent. The Exchange Fund shall not be used for any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, other purpose except as provided in this Article IIIAgreement.
Appears in 1 contract
Payment for Shares. (a) From and As soon as reasonably practicable after the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent date hereof but in no event later than the earlier of (i) 30 days after the date hereof and the Company (pursuant to an agreement satisfactory to Parent and the Companyii) shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in respect of certificates (the "Certificates") that, five days prior to the Effective TimeClosing Date, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent Parent shall mail by overnight courier to each record holder of Certificates an outstanding Certificate(s), whose shares of Company Common Stock are to be converted pursuant to Section 3.8(d) into the right to receive the Merger Consideration (other than Certificates representing Excluded Sharesi) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate(s) shall pass, only upon proper delivery of the Certificates Certificate(s) to the Paying Agent Parent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably designate), and (ii) instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each the Certificates in exchange for payment of the Merger Consideration (together, the "Transmittal Documents"). Upon surrender of a Certificate(s) for cancellation to Parent or to such Certificateother agent or agents as may be appointed by Parent, Parent shall make funds available to the Paying Agent to enable it totogether with such letter of transmittal and any other required documents, and the Paying Agent shallduly executed, pay the holder of such Certificate Certificate(s) shall be entitled to receive in exchange therefor as of the Effective Time the Merger Price multiplied by the number Consideration in respect of Shares all shares of Company Common Stock formerly represented by such Certificate in consideration thereforsurrendered Certificate(s), and such Certificate without any interest thereon, pursuant to Section 3.8(d). The Certificate(s) so surrendered shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends shall be paid or accrued on If payment of the Merger Price. If the Merger Price (or any portion thereof) Consideration is to be delivered made to any person a Person other than the person Person in whose name the Certificate surrendered Certificate(s) is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate Certificate(s) so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed and that the person surrendering Person requesting such Certificates payment shall pay have established to the Paying Agent satisfaction of Parent that any transfer or and other taxes Taxes required by reason of the payment of the Merger Price Consideration to a person Person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has Certificate(s) surrendered have been paid or is are not applicable. Until surrendered in accordance with the provisions of and as contemplated by this Section 3.11, any Certificate(s) (other than Certificate(s) representing shares of Company Common Stock subject to Sections 3.8(b) and (c) and other than Dissenting Shares) shall be deemed, at any time after the Effective Time, to represent only the right to receive the Merger Consideration in cash without interest as contemplated by this Section 3.11. Upon the surrender of a Certificate(s) in accordance with the terms and instructions contained in the Transmittal Documents, Parent shall pay to the holder of such Certificate(s) in exchange therefor cash in an amount equal to the Merger Consideration (other than Certificate(s) representing shares of Company Common Stock subject to Sections 3.8(b) and (c) and other than Dissenting Shares) by wire transfer of immediately available funds to the account(s) designated by such holder on or before (i) the Closing Date, if such holder surrendered such documentation to the Parent on or prior to 12:00p.m., New York City time, on the Business Day preceding the Closing Date, or (ii) the second Business Day after such delivery, if such delivery is made after such time.
(b) At the Effective Time, the stock transfer books of the Company shall be closed and there shall not be any further registration of transfers of any shares of capital stock thereafter on the records of the Company. If, after the Effective Time, a Certificate (other than those subject to Sections 3.8(b) and (c)) is presented to the Surviving Corporation, it shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 3.11. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate.
(c) In From and after the event Effective Time, the holders of Certificates shall cease to have any rights with respect to shares of Company Common Stock represented by such Certificates except as otherwise provided herein or by applicable law.
(d) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of Person claiming such CertificateCertificate to be lost, the Paying Agent stolen or destroyed, Parent shall issue pay or cause to be paid in exchange for such lost, stolen or destroyed Certificate the relevant portion of the Merger Price deliverable Consideration in respect thereofaccordance with Section 3.8(d) for shares of Company Common Stock represented thereby. When authorizing such payment of any portion of the Merger Consideration in exchange therefor, provided that the holder of such Certificate shallParent may, in its discretion and as a condition precedent to the payment thereof, require the owner of such lost, stolen or destroyed Certificate to give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it as indemnity against any claim that may be made against it the Surviving Corporation with respect to the Certificate claimed alleged to have been lost, stolen or destroyed.
(de) After Promptly following the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, date that is one year after the Effective Time, holders of Certificates are presented shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as a general creditor thereof with respect to any portion of the Paying AgentMerger Consideration payable upon due surrender of their Certificates, they without any interest thereon.
(f) The Merger Consideration paid in the Merger shall be surrendered and canceled net to the holder of shares of Company Common Stock in return cash, subject to reduction only for any applicable required federal, state, local or foreign withholding Taxes. To the payment extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the aggregate Merger Price relating thereto, as provided Person in respect of which such withholding was made.
(g) Anything to the contrary in this Article IIISection 3.11 notwithstanding, to the fullest extent permitted by law, neither Parent nor the Surviving Corporation shall be liable to any holder of a Certificate for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If Certificates are not surrendered prior to two years after the Effective Time, unclaimed funds payable with respect to such Certificates 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.
Appears in 1 contract
Samples: Merger Agreement (Seminis Inc)
Payment for Shares. (a) From and after At or prior to the Effective Time, a RBC Centura shall make available or cause to be made available to such bank or trust company or stock transfer agent mutually as the Acquiror shall appoint (and shall be reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act ), as paying agent (the "Paying Agent"), amounts in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments of Consideration to holders of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each person who was, at the Effective Time, a holder of record of outstanding shares of Company Common Stock a form (mutually agreed to by the Acquiror and the Company) of letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented Shares entitled to any of such shares in exchange for payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions for use in surrendering such Certificates and receiving thereto, the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent Surviving Corporation shall make funds available to promptly cause the Paying Agent to enable it topay to each person entitled thereto a check in the amount of the Consideration to which such person is entitled, and after giving effect to any required tax withholdings. The Paying Agent shall pay the consideration to which a Significant Stockholder is entitled by wire transfer, at such Significant Stockholder's request provided that such Significant Stockholder provides the Paying Agent shall, pay the holder sufficient notice of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating theretoits account information. No interest or dividends shall will be paid or accrued will accrue on any amount payable upon the Merger Pricesurrender of any such certificate. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates shall payment 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 Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable.
(c) In . One hundred and eighty days following the event any Certificate Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen to deliver to it any funds (including any interest or destroyed Certificate the Merger Price deliverable in other amounts received with respect thereof, provided that the holder of such Certificate shall, as a condition precedent thereto) made available to the payment thereofPaying Agent that have not been disbursed to holders of certificates formerly representing shares of Company Common Stock outstanding on the Effective Time, give and thereafter such holders shall be entitled to look to the Surviving Corporation a bond in such sum only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lostcash payable upon due surrender of their certificates. Notwithstanding the foregoing, stolen or destroyed.
(d) After neither the Effective Time, there Paying Agent nor any party hereto shall be no transfers on the stock transfer books liable to any holder of the Surviving Corporation certificates formerly representing shares of Company Common Stock for any Shares which were outstanding immediately prior amount paid to the Effective Time. Ifa public official pursuant to any applicable abandoned property, after the Effective Time, Certificates are presented to the Surviving Corporation escheat or the Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIsimilar laws.
Appears in 1 contract
Payment for Shares. (a) From and after Prior to the Effective Time, Merger Sub will appoint a bank or trust company or stock transfer agent mutually reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and as agent for the Company) shall act as paying agent holders of 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 "Certificates") that, prior Shares become entitled pursuant to Section 2.1(c). At the Effective Time, represented Shares Merger Sub or Parent will provide the Paying Agent with sufficient cash to allow the Merger Consideration to be paid by the Paying Agent for each Share then entitled to payment of receive the Merger Price pursuant to Section 2.07Consideration (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 Certificates an outstanding certificate or certificates representing Shares that as of the Effective Time represent the right to receive the Merger Consideration (other than Certificates representing Excluded Shares) the "Certificates"), a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available the Certificates for payment. Upon surrender to the Paying Agent to enable it toof a Certificate, together with such letter of transmittal duly executed and the Paying Agent shallcompleted in accordance with its instructions and such other documents as may be requested, pay the holder of such Certificate will be entitled to receive in exchange for such Certificate, subject to any required withholding of taxes, the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, Consideration and such Certificate shall will forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall 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 PriceConsideration upon the surrender of the Certificates. 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 Certificate surrendered is registered, it shall will be a condition to such right to receive such Merger Price of payment or delivery that the Certificate so surrendered shall be properly endorsed endorsed, with signature properly guaranteed, or otherwise be in proper form for transfer and that the person surrendering requesting such 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 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. 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 subject to any required withholding of taxes. Notwithstanding the foregoing, neither the Paying Agent nor any party to this Agreement will be liable to a holder of Shares for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.
(c) In Promptly following the event any Certificate shall have been lost, stolen or destroyed, upon date that is six months after the making of an affidavit of that fact by the holder of such CertificateEffective Time, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent will return to the payment thereof, give the Surviving Corporation all cash, certificates and other property in its possession that constitute any portion of the Payment Fund, and the duties of the Paying Agent will terminate. Thereafter, each holder of a bond in Certificate formerly representing a Share may surrender such sum as it may direct or otherwise indemnify Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Merger Consideration without any interest. Neither Parent, Merger Sub, nor the Surviving Corporation will be liable to any holder of Shares for any amount paid to a manner satisfactory public official pursuant to it against any claim that may applicable abandoned property, escheat or similar laws. If Certificates are not surrendered prior to midnight on the fourth anniversary of the Effective Time, unclaimed amounts of the Payment Fund will, to the extent permitted under applicable law, become the property of the Surviving Corporation. Notwithstanding the foregoing, the Surviving Corporation will be made against it entitled to receive from time to time all interest or other amounts earned with respect to the Certificate claimed to have been lost, stolen Payment Fund as such amounts accrue or destroyedbecome available.
(d) After the Effective Time, Time there shall will be no registration of transfers on the stock transfer books of the Surviving Corporation of any the Shares which that 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 1 contract
Payment for Shares. (a) From and after Prior to the Effective Time, Parent will cause Purchaser to make available to a bank or trust company or stock transfer agent mutually acceptable to designated by Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting sufficient funds to make the payment payments pursuant to Section 2.06 hereof on a timely basis to holders (other than Parent or Purchaser or any of the Merger Price in respect their respective Subsidiaries) of certificates (the "Certificates") that, Shares that are issued and outstanding immediately prior to the Effective TimeTime (such amounts being hereinafter referred to as the "Payment Fund"). The Paying Agent shall, represented Shares entitled pursuant to payment irrevocable instructions, make the payments provided for in the preceding sentence out of the Merger Price pursuant to Section 2.07Payment Fund. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement.
(b) Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each record holder holder, as of Certificates the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (other than Certificates representing Excluded Shares) the "Certificates"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available the Certificate and receiving payment therefor. Following surrender to the Paying Agent to enable it toof a Certificate, and the Paying Agent shalltogether with such letter of transmittal duly executed, pay the holder of such Certificate shall be paid in exchange therefor cash in an amount (subject to any applicable withholding tax as specified in Section 2.10 hereof) equal to the Merger Price multiplied by product of the number of Shares formerly represented by such Certificate in consideration thereformultiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall 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 Pricecash payable upon the surrender of the Certificates. If the Merger Price (or any portion thereof) payment is to be delivered made to any person a Person (as defined below) other than the person Person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering Person requesting such Certificates shall payment pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price to a person Person other than the registered holder of the 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. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 3.02, each Certificate (other than Certificates representing Shares owned by Parent or Purchaser or any of their respective Subsidiaries, and certificates representing Dissenting Shares) shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon.
(c) In the event If any Certificate shall have been lost, stolen or destroyed, upon the making of on an affidavit of that fact by the holder of Person claiming such Certificate, the Paying Agent shall issue in exchange for such Certificate to be lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereofand, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give if required by the Surviving Corporation Corporation, the posting by such person of a bond in such sum reasonable amount as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Certificate claimed to have been Paying Agent will deliver in exchange for such lost, stolen or destroyeddestroyed Certificate the applicable Merger Consideration with respect to the Shares formerly represented thereby.
(d) After Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former shareholders of the Company for one year after the Effective Time, there Time shall be no transfers on repaid to the stock transfer books Surviving Corporation. Any former shareholders of the Company who have not complied with Section 3.01 hereof prior to the end of such one year period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon. Neither Parent nor the Surviving Corporation shall be liable to any holder of Shares which were outstanding for any monies delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to two years after the Effective Time (or such earlier date as shall be immediately prior to the Effective Time. Ifdate that such unclaimed funds would otherwise become subject to any abandoned property, after the Effective Timeescheat or similar law) unclaimed funds payable with respect to such certificates shall, Certificates are presented to the Surviving Corporation or extent permitted by applicable law, become the Paying Agent, they shall be surrendered and canceled in return for the payment property of the aggregate Merger Price relating Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto, as provided in this Article III.
Appears in 1 contract
Samples: Merger Agreement (Compusa Inc)
Payment for Shares. (a) From and after Prior to the Effective Offer Acceptance Time, Parent shall designate a U.S. bank or trust company or stock transfer agent mutually reasonably acceptable to Parent and the Company (pursuant Smart & Final to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Depository Agent") for the holders of Shares to receive the Offer Price to which holders of such Shares shall become entitled. The Depository Agent shall also act as agent (the "Paying Agent") in effecting for the holders of Shares to receive the Merger Consideration to which holders of such Shares shall become entitled. Prior to or at the Offer Closing, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make payment of the Merger Price in respect of certificates (cash consideration payable at the "Certificates") that, prior Offer Closing and with the Paying Agent cash sufficient to the Effective Time, represented Shares entitled to make payment of the cash consideration payable in connection with the Merger Price pursuant to Section 2.07.
(btogether, the "Payment Fund"). The Payment Fund shall not be used for any other purpose. Promptly (but in no event later than three business days) Promptly after the Effective Time, the Paying Agent surviving corporation shall mail cause to be mailed to each record Person who was, at the Effective Time, a holder of Certificates (other than Certificates representing Excluded Shares) record of the Shares entitled to receive the Merger Consideration, a form of letter of transmittal which shall specify that delivery transmittal. Upon surrender to the Paying Agent of the applicable Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions to such letter of transmittal, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Shares shall be effectedentitled to receive in exchange for such Shares the Merger Consideration for each Share. At any time following 12 months after the Effective Time, and risk of loss and title the surviving corporation shall be entitled to require the Certificates shall pass, only upon proper delivery of the Certificates Paying Agent to deliver to it any funds which had been made available to the Paying Agent and instructions for use in surrendering such Certificates not disbursed to holders of Shares, including all interest and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to other income received by the Paying Agent in respect of all funds made available to enable it toit. Upon any such delivery (but subject to abandoned property, escheat and the Paying Agent shallother similar Legal Requirements), pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends holders shall be paid or accrued on the Merger Price. If the Merger Price (or any portion thereof) is entitled to be delivered to any person other than the person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates shall pay look to the Paying Agent any transfer or other taxes required by reason surviving corporation only as general creditors of the payment of the Merger Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.
(c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it surviving corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall Merger Consideration that may be no transfers on the stock transfer books payable upon due surrender of the Surviving Corporation Shares held by them, without interest and subject to any withholding of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIITaxes required by applicable legal requirements.
Appears in 1 contract
Payment for Shares. (a) From and after Prior to the Effective Time, Parent will cause Purchaser to make available to a bank or trust company or stock transfer agent mutually acceptable to designated by Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting ------------ sufficient funds to make the payment payments pursuant to Section 2.06 hereof on a timely basis to holders (other than Parent or Purchaser or any of the Merger Price in respect their respective Subsidiaries) of certificates (the "Certificates") that, Shares that are issued and outstanding immediately prior to the Effective TimeTime (such amounts being hereinafter referred to as the "Payment Fund"). The Paying Agent shall, represented Shares entitled pursuant to payment irrevocable written ------------- instructions, make the payments provided for in the preceding sentence out of the Merger Price pursuant to Section 2.07Payment Fund. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement.
(b) Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each record holder holder, as of Certificates the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (other than Certificates representing Excluded Shares) the "Certificates"), a form of letter of transmittal (which shall specify that ------------- delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available the Certificate and receiving payment therefor. Following surrender to the Paying Agent to enable it toof a Certificate, and the Paying Agent shalltogether with such letter of transmittal duly executed, pay the holder of such Certificate shall be paid in exchange therefor cash in an amount (subject to any applicable withholding tax as specified in Section 2.10 hereof) equal to the Merger Price multiplied by product of the number of Shares formerly represented by such Certificate in consideration thereformultiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall 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 Pricecash payable upon the surrender of the Certificates. If the Merger Price (or any portion thereof) payment is to be delivered made to any person a Person (as defined below) other than the person Person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering Person requesting such Certificates shall payment pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price to a person Person other than the registered holder of the 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. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 3.02, each Certificate (other than Certificates representing Shares owned by Parent or Purchaser or any of their respective Subsidiaries, and certificates representing Dissenting Shares) shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon.
(c) In Any portion of the event Payment Fund (including the proceeds of any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of investments thereof) that fact remains unclaimed by the holder former shareholders of such Certificate, the Paying Agent Company for six months after the Effective Time shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent be repaid to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books Corporation. Any former shareholders of the Surviving Corporation of any Shares which were outstanding immediately Company who have not complied with Section 3.01 hereof prior to the Effective Time. If, after the Effective Time, Certificates are presented end of such six-month period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) but only as general creditors thereof for payment of their claim for the Paying AgentMerger Consideration, they without any interest thereon. Neither Parent nor the Surviving Corporation shall be liable to any holder of Shares for any monies delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered and canceled in return for prior to six years after the payment Effective Time (or such earlier date as shall be immediately prior to such date as such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar law), unclaimed funds payable with respect to such certificates shall, to the extent permitted by applicable law, become the property of the aggregate Merger Price relating Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto, as provided in this Article III.
Appears in 1 contract
Payment for Shares. (a) From At or prior to the Effective Time, Purchaser shall deposit in trust with such paying agent as may be appointed by the Company with Purchaser's prior approval (the "PAYING AGENT")
(i) amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments in immediately available funds pursuant to SECTIONS 5.1(a), (b) AND (d) hereof to holders of Shares issued and after outstanding immediately prior to the Effective Time. Prior to the Effective Time, the Company shall cause the Paying Agent to deliver to each person (other than any of the Purchaser, Merger Sub or their respective affiliates) who was or will be, immediately prior to the Effective Time, a bank or trust company or stock transfer agent holder of record of issued and outstanding Shares a form (mutually acceptable agreed to Parent and by the Company (pursuant to an agreement satisfactory to Parent and the CompanyPurchaser) shall act as paying agent (the "Paying Agent") of letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. It is agreed that letters of transmittal will be made available to such holders prior to the Effective Time in final form, so they may be delivered to the Paying Agent for payment at the Effective Time. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Purchaser shall cause to be paid by the Paying Agent to the persons entitled to payment thereto by wire transfer of immediately available funds or check (as the Paying Agent shall be instructed by the person surrendering such certificates) the amount of the Applicable Cash Merger Price pursuant Consideration or the Preferred Stock Merger Consideration, as the case may be, payable in respect of the Shares represented by such certificates net of any applicable withholding tax. Such payment will be made at the Effective Time with respect to Section 2.07.
(b) Promptly after certificates surrendered, and letters of transmittal duly executed and completed, at the Effective Time, the Paying Agent shall mail and as soon as practicable thereafter with respect to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter certificates surrendered and letters of transmittal which shall specify that delivery shall duly executed and completed on a later date. No interest will be effected, and risk of loss and title to paid or will accrue on the Certificates shall pass, only amount payable upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each any such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Pricecertificate. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable.
(c) In . One hundred and eighty days following the event any Certificate Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen to deliver to it any funds (including any interest received with respect thereto) or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent Certificates made available to the payment thereof, give Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding at the Effective Time and thereafter such holders shall be entitled to look to the Surviving Corporation a bond in such sum only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to have been lostany holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, stolen escheat or destroyedsimilar law. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares for cash.
(db) After the Effective TimeThe Company will, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, after provide to AEA, which will (without charge) act on the Effective TimeCompany's behalf, Certificates are presented to certificates ("Certificates") representing the Surviving Corporation or the Paying Agent, they shall Common Stock and Warrants to be surrendered issued to holders of Company Common Stock and canceled Management Options pursuant to Sections 5.1(a) and (g). The Company and AEA will enter in return for the payment an agreement setting forth AEA's scope of the aggregate Merger Price relating thereto, as provided in this Article IIIresponsibility and similar customary matters.
Appears in 1 contract
Samples: Stock Purchase Agreement (Leiner Health Products Inc)
Payment for Shares. (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) 's transfer agent, American Stock Transfer & Trust Company, shall act as paying exchange agent (the "Paying Exchange Agent") in effecting the payment of the Merger Price in respect of certificates (the "Certificates") that, prior ). Prior to the Effective Time, represented Shares MergerCo shall deposit, or take all steps necessary to cause to be deposited, with the Exchange Agent the aggregate Company Merger Consideration (such aggregate Company Merger Consideration being hereinafter referred to as the "Stock Exchange Fund") that holders of shares of Company Common Stock and shares of Company Preferred Stock shall be entitled to payment of the Merger Price receive pursuant to Section 2.072.1.
(b) Promptly Promptly, and in any event within three business days after the Effective Time, MergerCo shall cause the Paying Exchange Agent shall to mail to each record holder of Certificates record of a certificate(s) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Preferred Stock (other than Certificates representing Excluded Shares"Certificates") (i) a form of letter of transmittal (the "Company Letter of Transmittal") which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates duly endorsed to the Paying Exchange Agent and in such form and with such other provisions as MergerCo may reasonably specify and (ii) instructions for use in surrendering such effecting the surrender of the Certificates and receiving the aggregate Merger Price Common Stock Consideration or Preferred Stock Consideration, as applicable, in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available a Certificate for cancellation to the Paying Exchange Agent to enable it totogether with such Company Letter of Transmittal, duly executed and completed in accordance with the Paying Agent shallinstructions thereto, pay the holder of such Certificate shall be entitled to receive in exchange therefor a check representing the Merger Price multiplied by amount of the number of Shares formerly represented by aggregate Common Stock Consideration or Preferred Stock Consideration, as applicable, to which such Certificate in consideration thereforholder shall be entitled, after giving effect to any required withholding tax, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed canceled forthwith. In the event of a transfer of ownership of Company Common Stock or otherwise Company Preferred Stock which is not registered in the transfer records of the Company, checks for the aggregate Common Stock Consideration or Preferred Stock Consideration, as applicable, to which such holder shall be in proper form for entitled may be issued and paid to such a transferee if the Certificate representing shares of such Company Common Stock or Company Preferred Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and that the person surrendering such Certificates shall pay by evidence reasonably acceptable to the Paying Exchange Agent that any applicable stock transfer or other taxes required by reason of have been paid. Immediately following the Effective Time, the Exchange Agent shall make appropriate arrangements for the immediate payment of the Merger Price to a person other than the registered holder of the Certificate surrendered, applicable Common Stock Consideration or shall establish Preferred Stock Consideration to the satisfaction beneficial owners of any shares of Company Common Stock or Company Preferred Stock that are held in book-entry or other electronic form and for which at the Paying Agent that such tax has been paid or Effective Time there is not applicableno Certificate representing the ownership thereof.
(c) At and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of any shares of Company Common Stock or Company Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Company, they shall be canceled and exchanged for the aggregate Common Stock Consideration or Preferred Stock Consideration, as applicable, in respect thereof in accordance with this Section 2.2.
(d) Any portion of the Stock Exchange Fund (including the proceeds of any investments thereof) that remains unclaimed by the former holders of Company Common Stock or Company Preferred Stock for 180 days after the Effective Time shall be delivered to the Surviving Company. Any former holder of Company Common Stock or Company Preferred Stock who has not theretofore complied with this Section 2.2 shall thereafter look only to the Surviving Company for payment of any Common Stock Consideration, or Preferred Stock Consideration, as applicable, as determined pursuant to this Agreement to 5 11 be owing to such Exiting Partner, without any interest thereon. None of MergerCo, the Company, the Exchange Agent or any other Person shall be liable to any former holder of shares of Company Common Stock or Company Preferred Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of Person claiming such Certificate, the Paying Agent shall issue in exchange for such Certificate to be lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereofand, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give if required by the Surviving Corporation Company, the posting by such Person of a bond in such sum reasonable amount as it the Surviving Company may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it as indemnity against any claim that may be made against it with respect to such Certificate, the Certificate claimed to have been Exchange Agent or the Surviving Company will issue and pay in exchange for such lost, stolen or destroyed.
(d) After destroyed Certificate the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation Common Stock Consideration or the Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Price relating theretoPreferred Stock Consideration, as provided in this Article IIIapplicable.
Appears in 1 contract
Samples: Merger Agreement (First Washington Realty Trust Inc)
Payment for Shares. DISSENTING SHARES
3.1 PAYMENT FOR SHARES OF COMPANY COMMON STOCK.
(a) From and after Prior to the Effective Time, Parent shall designate a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent for the holders of the Shares in connection with the Merger (the "Paying AgentPAYING AGENT") in for purposes of effecting the payment exchange of certificates for the Merger Price in respect of certificates (the "Certificates") thatConsideration which, prior to the Effective Time, represented Shares entitled to payment of receive the Merger Price Consideration pursuant to Section 2.072.7(b).
(b) From time to time before or after the Effective Time, as necessary, Parent or Acquisition Sub shall deposit in trust with the Paying Agent cash in an aggregate amount equal to the product of (i) the number of Shares issued and outstanding immediately prior to the Effective Time (other than shares owned by, or issuable upon conversion of other securities to, the Company, Parent, Acquisition Sub or any direct or indirect Parent Subsidiary or Company Subsidiary and Shares known immediately prior to the Effective Time to be Dissenting Shares) (as hereinafter defined) and (ii) the Merger Consideration (such aggregate amount being hereinafter referred to as the "PAYMENT FUND"). The Paying Agent shall, pursuant to irrevocable instructions, make the payments referred to in Section 2.7(b) out of the Payment Fund.
(c) Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each person who was a record holder of Certificates an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (other than Certificates representing Excluded Sharesthe "CERTIFICATES"), whose Shares were converted pursuant to Section 2.7(b) into the right to receive the Merger Consideration, a form of letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Surviving Corporation may reasonably specify) and instructions for its use in surrendering such Certificates and receiving in exchange for payment of the aggregate Merger Price in respect thereofConsideration. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it toof such a Certificate, together with such duly executed letter of transmittal and the Paying Agent shallany other required documents, pay the holder of such Certificate thereof shall be paid, without interest thereon, the Merger Price multiplied by the number of Shares formerly represented by Consideration to which such Certificate in consideration thereforholder is entitled hereunder, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall shall, after the Effective Time, represent solely the right to receive the aggregate Merger Price relating thereto. No interest or dividends Consideration into which the Shares such Certificate theretofore represented shall have been converted pursuant to Section 2.7(b), and the holder thereof shall not be entitled to be paid or accrued on the Merger Priceany cash to which such holder otherwise would be entitled. If the Merger Price (or In case any portion thereof) payment pursuant to this Section 3.1 is to be delivered made to any person a holder other than the person in whose name the Certificate registered holder of a surrendered is registeredCertificate, it shall be a condition to of such right to receive such Merger Price payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price such cash to a person other than the registered holder of the Certificate surrendered, or that such person shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.
(cd) Promptly following the date which is twelve months after the Effective Time, the Paying Agent shall return to the Surviving Corporation all cash, certificates and other instruments in its possession that constitute any portion of the Payment Fund (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate shall be entitled to look to the Surviving Corporation (subject to applicable abandoned property, escheat and similar laws) only as a general creditor thereof with respect to any Merger Consideration, without interest, that may be payable upon due surrender of the Certificate or Certificates held by them. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of Certificates that prior to the Effective Time evidenced Shares for any Merger Consideration delivered pursuant hereto to a public official pursuant to applicable abandoned property, escheat or other similar laws.
(e) At the Effective Time, the Company Common Stock transfer books shall be closed and no transfer of Shares shall be made thereafter. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent, they shall be canceled and exchanged for the Merger Consideration as provided in Section 2.7(b), subject to applicable law in the case of Dissenting Shares.
(f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of person claiming such Certificate, the Paying Agent shall issue in exchange for such Certificate to be lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereofand, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give if required by Parent or the Surviving Corporation Corporation, upon the posting by such person of a bond in such sum amount as it may direct Parent or otherwise indemnify the Surviving Corporation in a manner satisfactory to it may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Certificate claimed to have been Paying Agent will issue in exchange for such lost, stolen or destroyeddestroyed Certificate, the cash representing the Merger Consideration deliverable in respect thereof pursuant to this Agreement.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 1 contract
Samples: Merger Agreement (Wyman Gordon Co)
Payment for Shares. (a) From and As promptly as practicable after the Merger Effective TimeDate, and in any event within five business days after the Merger Effective Date, the Exchange Agent shall mail to each holder of record of an outstanding share Certificate or Certificates a bank Letter of Transmittal containing instructions for the surrender of the Certificate or trust company Certificates held by such holder for payment therefor. Upon surrender of the Certificate or stock transfer agent mutually Certificates to the Exchange Agent in accordance with the instructions set forth in the Letter of Transmittal, such holder shall promptly receive in exchange therefor the Merger Consideration, without interest thereon. Approval of this Agreement by the stockholders of WEST ESSEX Bancorp shall constitute authorization for Corporation to designate and appoint the Exchange Agent, which appointment shall be reasonably acceptable to Parent and WEST ESSEX Bancorp. Neither Corporation nor the Company (pursuant Exchange Agent shall be obligated to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting the payment of deliver the Merger Price Consideration to a former stockholder of WEST ESSEX Bancorp until such former stockholder surrenders his Certificate or Certificates or, in respect lieu thereof, any such appropriate affidavit of certificates (the "Certificates") that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07loss and indemnity agreement and bond as may be reasonably required by Corporation.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery If payment of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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) Consideration is to be delivered made to any a person other than the person in whose name the a Certificate surrendered in exchange therefor is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer transfer, and that the person surrendering requesting such Certificates payment 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 Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Paying Exchange Agent that such tax has been paid or is not applicablepayable.
(c) In the event any Certificate shall have been lost, stolen On or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate prior to the Merger Price deliverable Effective Date, Kearny shall deposit or cause to be deposited, in respect thereoftrust with the Exchange Agent, provided an amount of cash equal to the aggregate Merger Consideration that the holder of such Certificate shall, as a condition precedent WEST ESSEX Bancorp stockholders shall be entitled to receive on the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory Merger Effective Date pursuant to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyedSection 2.02 hereof.
(d) The payment of the Merger Consideration upon the conversion of WEST ESSEX Bancorp Common Stock in accordance with the above terms and conditions shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such WEST ESSEX Bancorp Common Stock.
(e) Promptly following the date which is 12 months after the Merger Effective Date, the Exchange Agent shall deliver to Corporation all cash, certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing shares of WEST ESSEX Bancorp Common Stock may surrender such Certificate to Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the Merger Consideration multiplied by the number of shares of WEST ESSEX Bancorp Common Stock formerly represented by such Certificate, without any interest or dividends thereon.
(f) After the close of business on the Merger Effective TimeDate, there shall be no transfers on the stock transfer books of WEST ESSEX Bancorp of the Surviving Corporation shares of any Shares WEST ESSEX Bancorp Common Stock which were are outstanding immediately prior to the Merger Effective TimeDate, and the stock transfer books of WEST ESSEX Bancorp shall be closed with respect to such shares. If, after the Merger Effective TimeDate, Certificates representing such shares are presented for transfer to the Surviving Corporation or the Paying Exchange Agent, they shall be surrendered canceled and canceled in return exchanged for the payment of the aggregate Merger Price relating thereto, Consideration as provided in this Article IIIArticle.
(g) In the event any certificate for WEST ESSEX Bancorp Common Stock shall have been lost, stolen or destroyed, the Exchange Agent shall deliver (except as otherwise provided in Section 2.02) in exchange for such lost, stolen or destroyed certificate, upon the making of an affidavit of the fact by the holder thereof, the cash to be paid in the Merger as provided for herein; provided, however, that Corporation may, in its sole discretion and as a condition precedent to the delivery thereof, require the owner of such lost, stolen or destroyed certificate to deliver a bond in such reasonable sum as Corporation may specify as indemnity against any claim that may be made against WEST ESSEX Bancorp, Corporation or any other party with respect to the certificate alleged to have been lost, stolen or destroyed.
(h) Corporation is hereby authorized, with the consent of WEST ESSEX, to adopt additional rules and regulations with respect to the matters referred to in this Agreement not inconsistent with the provisions of this Agreement and which do not adversely affect the rights of stockholders of WEST ESSEX Bancorp.
Appears in 1 contract
Payment for Shares. (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually designated by Parent and reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price Consideration in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Shares shares of Company Common Stock entitled to payment of the Merger Price Consideration pursuant to Section 2.072.01(a) (the "Company Certificates"). From and after the Effective Time, Parent shall cause to be provided to the Paying Agent cash in amounts necessary to pay for all of the shares of Company Common Stock pursuant to Section 2.01(a). Such funds (and the interest thereon) shall be invested by the Paying Agent in an interest-bearing investment consisting of short-term U.S. Government obligations or federally insured, interest-bearing demand deposit accounts.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates a Company Certificate (other than Certificates representing Excluded Sharesi) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Company Certificate shall pass, only upon proper delivery of the Certificates Company Certificate to the Paying Agent Agent) (the "Letter of Transmittal") and (ii) instructions for use in surrendering such Certificates and receiving the aggregate Merger Price Company Certificate in respect thereofexchange for payment therefor. Upon the surrender of each such Company Certificate, Parent shall make funds available together with such Letter of Transmittal, duly completed and validly executed in accordance with the instructions therein, and such other documents as may be required pursuant to such instructions, the Paying Agent to enable it to, and the Paying Agent shall, shall pay the holder of such Company Certificate an amount in cash equal to the product of the Merger Price Consideration multiplied by the number of Shares shares of Company Common Stock formerly represented by such Certificate Company Certificate, in consideration therefor, and such Company Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Company Certificate (other than Company Certificates representing Excluded Sharesshares of Company Common Stock to be canceled pursuant to Section 2.01(b)) shall represent solely the right to receive the aggregate Merger Price relating theretoConsideration represented thereby. 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 paid to any person other than the person in whose name the Company Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price payment that the Company Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates Company Certificate shall pay to the Paying Agent any transfer or other taxes similar Taxes required by reason of the payment of the Merger Price Consideration to a person other than the registered holder of the Company Certificate surrendered, or shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax Tax has been paid or is not applicable.
(c) In At any time following the event six-month anniversary of the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to direct the delivery of any funds which previously had been made available to the Paying Agent and were not disbursed to holders of shares of Company Common Stock (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), Company Certificates and other documents in its possession relating to the Merger, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Company Certificate may surrender such Company Certificate to the Surviving Corporation and receive in consideration therefor the aggregate Merger Consideration relating thereto, without any interest. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a share of Company Common Stock for any Merger Consideration delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law.
(d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of any shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company 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 Consideration represented thereby, as provided in this Article II. From and after the Effective Time, the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided herein or by applicable law.
(e) The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock 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 (the "Code"), or any applicable provision of state, local or foreign Tax law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding were made by the Surviving Corporation.
(f) If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of person claiming such Certificate, the Paying Agent shall issue in exchange for such Company Certificate to be lost, stolen or destroyed Certificate and, if required by the Merger Price deliverable Surviving Corporation, the posting by such person of a bond, in respect thereof, provided that the holder of such Certificate shall, reasonable amount as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it as indemnity against any claim that may be made against it with respect to such Company Certificate, the Certificate claimed to have been Paying Agent will issue in exchange for such lost, stolen or destroyeddestroyed Company Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a).
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 1 contract
Samples: Merger Agreement (Crown Central Petroleum Corp /Md/)
Payment for Shares. (a) From and time to time after the Effective Time, PHL and Parent shall cause PH Sub to make available to a bank or trust company or stock transfer agent mutually acceptable designated by Parent (the “Paying Agent”) sufficient funds to Parent and make the Company (payments due pursuant to an agreement satisfactory Section 2.06 on a timely basis to Parent holders of Shares that are issued and the Company) shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price in respect of certificates (the "Certificates") that, outstanding immediately prior to the Effective TimeTime (such amounts being hereinafter referred to as the “Payment Fund”). The Paying Agent shall, represented Shares entitled pursuant to payment irrevocable instructions, make the payments provided for in the preceding sentence out of the Merger Price pursuant to Section 2.07Payment Fund. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement.
(b) Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each record holder holder, as of Certificates the Effective Time, of an outstanding certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented Shares (other than Certificates representing Excluded Shares owned by Parent or PH Sub or any of their respective Subsidiaries and Dissenting Shares) ), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available the Certificate and receiving payment therefor. Following surrender to the Paying Agent to enable it toof a Certificate, and the Paying Agent shalltogether with such letter of transmittal duly executed, pay the holder of such Certificate shall be paid in exchange therefor cash in an amount (subject to any applicable withholding tax as specified in Section 2.10) equal to the Merger Price multiplied by product of the number of Shares formerly represented by such Certificate in consideration thereformultiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall 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 Pricecash payable upon the surrender of the Certificates. If the Merger Price (or any portion thereof) payment is to be delivered made to any person a Person other than the person Person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering Person requesting such Certificates shall payment pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price to a person Person other than the registered holder of the 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. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 3.02, each Certificate shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon.
(c) In the event If any Certificate shall have been lost, stolen or destroyed, upon the making of on an affidavit of that fact by the holder of Person claiming such Certificate, the Paying Agent shall issue in exchange for such Certificate to be lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereofand, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give if required by the Surviving Corporation Corporation, the posting by such Person of a bond in such sum reasonable amount as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Certificate claimed to have been Paying Agent will deliver in exchange for such lost, stolen or destroyeddestroyed Certificate the applicable Merger Consideration with respect to the Shares formerly represented thereby.
(d) After Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former stockholders of the Company for six months after the Effective Time, there Time shall be no transfers on repaid to the stock transfer books Surviving Corporation. Any former stockholders of the Company who have not complied with Section 3.01 prior to the end of such six-month period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon. Neither Parent nor the Surviving Corporation shall be liable to any holder of Shares which were outstanding for any monies delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to two years after the Effective Time (or such earlier date as shall be immediately prior to the Effective Time. Ifdate that such unclaimed funds would otherwise become subject to any abandoned property, after the Effective Timeescheat or similar law) unclaimed funds payable with respect to such Certificates shall, Certificates are presented to the Surviving Corporation or extent permitted by applicable law, become the Paying Agent, they shall be surrendered and canceled in return for the payment property of the aggregate Merger Price relating Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto, as provided in this Article III.
Appears in 1 contract
Payment for Shares. (a) From and after the Effective Time, a such bank or trust company or stock transfer agent as shall be mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent ICII and the Company) , shall act as paying agent (the "Paying Agent") in effecting the payment of the aggregate Merger Price ------------ Consideration in respect of certificates (the "Certificates") Certificates that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price Consideration pursuant to Section 2.07.1.7(a). As of the Effective Time, ICII and Merger Sub shall, jointly and severally, for the benefit of the Company Stockholders, deposit with the Paying Agent for payment in accordance with this Article I, by the Paying Agent, the aggregate Merger Consideration for all of the Shares entitled to payment of the Merger Consideration pursuant to Section 1.7(a) (the "Payment Fund"). ------------
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) entitled to payment of the Merger Consideration pursuant to Section 1.7(a), a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price Consideration in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, shall pay the holder of such Certificate Certificate, by check or by wire transfer of immediately available funds, in consideration therefor, the Merger Price Consideration multiplied by the number of Shares formerly represented by such Certificate in consideration thereforCertificate, and such Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Sharesentitled to payment of the Merger Consideration pursuant to Section 1.7(a) shall represent solely the right to receive the aggregate Merger Price Consideration relating theretothereto (and the right to receive dividends permitted hereby). 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 Certificate formerly representing Shares surrendered therefor is registered, it shall be a condition to such right to receive such Merger Price Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates Shares shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price Con- sideration to a person other than the registered holder of the 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 which is 180 days after the Effective Time (or such later date as the Surviving Corporation shall request), the Paying Agent shall deliver to the Surviving Corporation any undistributed portion of the Payment Fund and any other documents in its possession relating to the Merger, and the Paying Agent's duties shall thereupon terminate. Thereafter, each holder of a Certificate formerly representing Shares may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration relating thereto, without any interest or dividends thereon.
(d) In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall pay or issue (as applicable) in exchange therefor, upon the making of an affidavit of that fact and, if the Surviving Corporation so requires, the delivery of a reasonably suitable bond or indemnity by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, Merger Consideration as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect required pursuant to the Certificate claimed to have been lost, stolen or destroyedthis Agreement.
(de) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled cancelled in return for the payment of the aggregate Merger Price Consideration relating thereto, as provided in this Article IIISection, subject to applicable law.
(f) None of the Company, ICII, Merger Sub, the Paying Agent or the Surviving Corporation shall be liable to any holder of Shares for cash from the Payment Fund delivered to a public official as required pursuant to any applicable abandoned property, escheat or similar law.
(g) The provisions in this Section are intended to be for the benefit of, and shall be enforceable by, each holder of Certificates previously evidencing the Shares outstanding immediately prior to the Merger entitled to payment of the Merger Consideration pursuant to Section 1.7(a) (it being expressly agreed that such persons shall be the third party beneficiaries of this Section).
Appears in 1 contract
Payment for Shares. (a) From and after At or prior to the Effective Time, a bank the Purchaser shall make available or trust company or stock transfer cause to be made available to the paying agent mutually acceptable to Parent and appointed by the Company (pursuant to an agreement satisfactory to Parent and Purchaser with the Company) shall act as paying agent 's prior approval (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 3.1(a) hereof (other than the Contingent Consideration which is to be deposited with the Escrow Agent pursuant to Article VIII) to holders of Shares issued and outstanding immediately prior to the Effective Time (other than Shares canceled pursuant to Section 3.1(b)). In addition, at or prior to the Effective Time, the Purchaser shall deposit the Merger Contingent Consideration with the Escrow Agent as provided in Article VIII. Promptly after the Effective Time, Paying Agent shall cause to be mailed to each person who was, at the Effective Time, a holder of record of issued and outstanding Shares (other than Dissenting Shares) a form (mutually agreed to by the Purchaser and the Company) of letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented any of such Shares entitled in exchange for payment therefor. Upon surrender to payment the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Timeinstructions thereto, the Paying Agent shall mail promptly cause to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title paid to the Certificates shall passpersons entitled thereto a check in the amount to which such persons are entitled, only after giving effect to any required tax withholdings and the escrow described in Article VIII. No interest will be paid or will accrue on the amount payable upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each any such Certificatecertificate, Parent shall make funds available except to the Paying Agent to enable it to, and extent provided in the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate Escrow Agreement as defined in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 PriceArticle VIII. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable.
. One year following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (cincluding any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation with respect to the cash payable upon due surrender of their certificates. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and the Purchaser shall reimburse the Surviving Corporation for such charges and expenses. In the event any Certificate certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate certificates, upon the Merger Price deliverable in respect making of an affidavit of that fact by the holder thereof, provided such Merger Consideration as may be required pursuant to Section 3.1; provided, however that the holder of such Certificate shallPurchaser may, in its discretion and as a condition precedent to the payment issuance and delivery thereof, give require the Surviving Corporation owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it as indemnity against any claim that may be made against it the Purchaser or the Paying Agent with respect to the Certificate claimed certificates alleged to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 1 contract
Payment for Shares. (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually designated by Parent and reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price Consideration in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Shares shares of Company Common Stock entitled to payment of the Merger Price Consideration pursuant to Section 2.072.01(a) (the "Company Certificates"). From and after the Effective Time, Parent shall cause to be provided to the Paying Agent cash in amounts necessary to pay for all of the shares of Company Common Stock pursuant to Section 2.01.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates a Company Certificate (other than Certificates representing Excluded Sharesi) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Company Certificate shall pass, only upon proper delivery of the Certificates Company Certificate to the Paying Agent Agent) (the "Letter of Transmittal") and (ii) instructions for use in surrendering such Certificates and receiving the aggregate Merger Price Company Certificate in respect thereofexchange for payment therefor. Upon the surrender of each such Company Certificate, Parent shall make funds available together with such Letter of Transmittal, duly completed and validly executed in accordance with the instructions therein, and such other documents as may be required pursuant to such instructions, the Paying Agent to enable it to, and the Paying Agent shall, shall pay the holder of such Company Certificate an amount in cash equal to the product of the Merger Price Consideration multiplied by the number of Shares shares of Company Common Stock formerly represented by such Certificate Company Certificate, in consideration therefor, and such Company Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Company Certificate (other than Company Certificates representing Excluded Sharesshares of Company Common Stock to be canceled pursuant to Section 2.01(b)) shall represent solely the right to receive the aggregate Merger Price relating theretoConsideration represented thereby. 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 paid to any person other than the person in whose name the Company Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price payment that the Company Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates Company Certificate shall pay to the Paying Agent any transfer or other taxes similar Taxes required by reason of the payment of the Merger Price Consideration to a person other than the registered holder of the Company Certificate surrendered, or shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax Tax has been paid or is not applicable.
(c) In At any time following the event six-month anniversary of the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to direct the delivery of any funds which previously had been made available to the Paying Agent and were not disbursed to holders of shares of Company Common Stock (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), Company Certificates and other documents in its possession relating to the Merger, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Company Certificate may surrender such Company Certificate to the Surviving Corporation and receive in consideration therefor the aggregate Merger Consideration relating thereto, without any interest. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a share of Company Common Stock for any Merger Consideration delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law.
(d) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of any shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company 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 Consideration represented thereby, as provided in this Article II. From and after the Effective Time, the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided herein or by applicable law.
(e) The Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock 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 (the "Code"), or any applicable provision of state, local or foreign Tax law. To the extent that amounts are so withheld by the Surviving Corporation and paid to the applicable taxing authorities, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by the Surviving Corporation.
(f) If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of person claiming such Certificate, the Paying Agent shall issue in exchange for such Company Certificate to be lost, stolen or destroyed Certificate and, if required by the Merger Price deliverable Surviving Corporation, the posting by such person of a bond, in respect thereof, provided that the holder of such Certificate shall, reasonable amount as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it as indemnity against any claim that may be made against it with respect to such Company Certificate, the Certificate claimed to have been Paying Agent will issue in exchange for such lost, stolen or destroyeddestroyed Company Certificate the Merger Consideration to which the holder thereof is entitled pursuant to Section 2.01(a).
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
Appears in 1 contract
Samples: Merger Agreement (American Educational Products Inc)
Payment for Shares. (a) As soon as practicable after the Effective Time, but no later than three (3) Business Days thereafter, the parties shall deliver or cause to be delivered to the Paying Agent a certified copy of the list of the holders of Bancorp Common Stock as of the Effective Time. From and after the Effective Time, a bank or trust company or the stock transfer agent mutually acceptable records of Bancorp shall be closed and there shall be no further registrations or transfers on the stock transfer books of Bancorp of the shares of Bancorp Common Stock that were outstanding immediately prior to Parent the Effective Time.
(b) Immediately prior to the Effective Time, Purchaser shall make available or cause to be made available to the Paying Agent amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments of the Merger Consideration to the holders of Bancorp Common Stock issued and outstanding immediately prior to the Company Effective Time.
(pursuant c) As soon as practicable after the Effective Time, but no later than three (3) Business Days thereafter, Purchaser shall use its Best Efforts to an agreement satisfactory cause the Paying Agent to Parent mail to each Person (or deliver to each Person, at such Person's expense, who requests delivery) who was, at the Effective Time, a holder of record of issued and the Company) shall act as paying agent (the "Paying Agent") outstanding Bancorp Common Stock, a letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates"Bancorp Certificate(s) thatwhich, immediately prior to the Effective Time, represented Shares entitled to payment such shares (the "Letter of the Merger Price pursuant to Section 2.07Transmittal").
(bd) Promptly after Upon surrender to the Effective TimePaying Agent of such Bancorp Certificates (or such documentation as is acceptable to and required by the Paying Agent with respect to lost Bancorp Certificate(s)), together with such Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, the Paying Agent shall mail promptly cause to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title paid to the Certificates shall passPersons entitled thereto a check in the amount to which such Persons are entitled, only upon proper delivery of the Certificates after giving effect to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate any required Tax withholdings.
(other than Certificates representing Excluded Sharese) 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) payment is to be delivered made to any person a Person other than the person in whose name the Certificate surrendered is registeredregistered holder of Bancorp Certificate(s) surrendered, it shall be a condition to of any such right to receive such Merger Price payment that the Certificate Bancorp Certificate(s) so surrendered shall be properly endorsed or otherwise be executed in proper form for transfer and that the person surrendering Person requesting such Certificates payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price to a person Person other than the registered holder of the Certificate Bancorp Certificate(s) surrendered, or shall establish to the satisfaction of Purchaser or the Paying Agent that any such tax Tax has been paid or is not applicable.
(cf) In Two hundred seventy (270) days following the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such CertificateEffective Time, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate deliver to Purchaser a certified list of the names and addresses of all former registered holders of Bancorp Common Stock who have not then surrendered their Bancorp Certificates to receive the Merger Price deliverable in Consideration to which they are entitled, and (ii) Purchaser shall be entitled at its election to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereof, provided that thereto) made available to the holder Paying Agent which have not been disbursed to holders of certificates formerly representing Bancorp Common Stock outstanding at the Effective Time. Upon the delivery of such Certificate shallfunds to Purchaser, such holders shall be entitled to look to Purchaser only as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lost, stolen or destroyedcash payable upon due surrender of their Bancorp Certificates.
(dg) After The Merger Consideration paid pursuant to this Article II ---------- shall constitute and represent full satisfaction of all rights pertaining to such shares of Bancorp Common Stock.
(h) Except as otherwise expressly provided herein or in the Effective TimeLetter of Transmittal, there Purchaser shall be no transfers on pay all charges and expenses in connection with the stock transfer books payment of the Surviving Corporation Merger Consideration in exchange for Bancorp Common Stock, except for the fees and expenses of any 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 which shall be surrendered and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIpaid by Bancorp.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Security Financial Bancorp Inc)
Payment for Shares. (a) From and after Prior to the Effective Time, Parent will, or will cause Merger Sub to make available to a bank or trust company or stock transfer agent mutually designated by Parent and reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") sufficient funds to make the payments pursuant to Section 2.1(a) hereof on a timely basis to holders (other than holders of Excluded Shares) of Shares that are issued and outstanding immediately prior to the Effective Time (such amounts being hereinafter referred to as the "Payment Fund"). The Paying Agent shall make the payments provided for in effecting the payment preceding sentence out of the Payment Fund. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement. Parent shall pay all fees and expenses of the Paying Agent.
(b) As soon as reasonably practicable after the Effective Time but in no event later than 10 Business Days thereafter, the Surviving Corporation shall cause the Paying Agent to mail to each record holder (other than Parent or Merger Price in respect Sub or any of their respective Subsidiaries or affiliates), as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (the "Certificates") that), prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal (each a "Letter of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent) and customary instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available the Certificate and receiving payment therefor. Following surrender to the Paying Agent to enable it toof a Certificate, together with such Letter of Transmittal duly executed and such other documents as may be reasonably required by the Paying Agent shallAgent, pay the holder of such Certificate shall promptly be paid in exchange therefor cash in an amount (subject to any applicable withholding tax as specified in Section 2.7 hereof) equal to the Merger Price multiplied by product of the number of Shares formerly represented by such Certificate in consideration thereformultiplied by the Merger Consideration, and each such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 Pricecash payable upon the surrender of the Certificates. If the Merger Price (or any portion thereof) payment is to be delivered made to any person a Person other than the person Person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering Person requesting such Certificates shall payment (A) pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price to a person Person other than the registered holder of the Certificate surrendered, surrendered or shall (B) establish to the satisfaction of the Paying Agent Surviving Corporation that such tax has been paid or is not applicable. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 2.3(b), each Certificate (other than Certificates representing Excluded Shares and Dissenting Shares) shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate.
(c) In the event If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of Person claiming such Certificate, the Paying Agent shall issue in exchange for such Certificate to be lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereofand, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give if required by the Surviving Corporation Corporation, the posting by such Person of a bond in such sum reasonable amount as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Certificate claimed Paying Agent will deliver in exchange for such affidavit, the applicable Merger Consideration with respect to have been lost, stolen or destroyedthe Shares formerly represented by such Certificate.
(d) After Any portion of the aggregate Merger Consideration made available to the Paying Agent to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand. Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former stockholders of the Company for six (6) months after the Effective Time, there Time shall be no transfers on repaid to Parent. Any former stockholders of the stock transfer books Company who have not complied with this Section 2.3(d) hereof prior to the end of such six (6) month period shall thereafter look only to Parent (subject to abandoned property, escheat or other similar Law) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of the Certificates held by them. Neither Parent, the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or nor the Paying Agent, they shall be surrendered and canceled in return liable to any holder of Shares for any monies delivered from the payment of the aggregate Merger Price relating theretoPayment Fund or otherwise to a public official pursuant to any applicable abandoned property, as provided in this Article IIIescheat or similar Law.
Appears in 1 contract
Payment for Shares. (a) From and after the Effective Time, a such bank or trust company or stock transfer agent as shall be mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent (the "Paying Agent") in effecting the payment of the Merger Price Consideration in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price Consideration pursuant to Section 2.07.Article I. At the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, in trust with the Paying Agent the aggregate Merger Consideration to which holders of Shares shall be entitled at the Effective Time pursuant to Article I.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price Consideration in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to the Paying Agent to enable it to, and the Paying Agent shall, shall pay the holder of such Certificate the Merger Price Consideration multiplied by the number of Shares formerly represented by such Certificate Certificate, in consideration therefor, and such Certificate shall forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares held by Parent or Merger Sub, any wholly owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly owned subsidiary of the Company or Dissenting Shares) 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 Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price Consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates 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 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) In Promptly following the event any Certificate shall have been lost, stolen or destroyed, upon date that is 180 days after the making of an affidavit of that fact by the holder of such CertificateEffective Time, the Paying Agent shall issue deliver to the Surviving Corporation all cash, Certificates and other documents in exchange for its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate may surrender such lostCertificate to the Surviving Corporation and (subject to applicable abandoned property, stolen escheat and similar laws) receive in consideration therefor the aggregate Merger Consideration relating thereto, without any interest or destroyed Certificate dividends thereon. Notwithstanding the foregoing, none of Parent, Merger Price deliverable Sub, the Company or the Paying Agent shall be liable to any person in respect thereofof any cash delivered to a public official pursuant to any applicable abandoned property, provided that 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 II would otherwise escheat to or become the holder property of any Governmental Entity (as hereinafter defined), the cash payment in respect of such Certificate shall, as a condition precedent to the payment thereofextent permitted by applicable law, give become the property of the Surviving Corporation a bond in such sum as it may direct Corporation, free and clear of all claims or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against interests of any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyedperson previously entitled thereto.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which that 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 canceled cancelled in return for the payment of the aggregate Merger Price Consideration relating thereto, as provided in this Article IIIII.
Appears in 1 contract
Samples: Merger Agreement (Azurix Corp)
Payment for Shares. RBC Centura shall make available or cause to be made available to such bank as the Acquiror shall appoint (a) From and after the Effective Time, a bank or trust company or stock transfer agent mutually shall be reasonably acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act ), as paying agent (the "Paying Agent"), amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments of Consideration to holders of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each person who was, at the Effective Time, a holder of record of outstanding shares of Company Common Stock a form (mutually agreed to by the Acquiror and the Company) of letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented Shares entitled to any of such shares in exchange for payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions for use in surrendering such Certificates and receiving thereto, the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent Surviving Corporation shall make funds available to promptly cause the Paying Agent to enable it topay to each person entitled thereto a check in the amount of the Consideration to which such person is entitled, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the number of Shares formerly represented by such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right after giving effect to receive the aggregate Merger Price relating theretoany required tax withholdings. No interest or dividends shall will be paid or accrued will accrue on any amount payable upon the Merger Pricesurrender of any such certificate. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates shall payment 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 Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable.
(c) In . One hundred and eighty days following the event any Certificate Effective Time, the Surviving Corporation shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, be entitled to cause the Paying Agent shall issue in exchange for such lost, stolen to deliver to it any funds (including any interest or destroyed Certificate the Merger Price deliverable in other amounts received with respect thereof, provided that the holder of such Certificate shall, as a condition precedent thereto) made available to the payment thereofPaying Agent that have not been disbursed to holders of certificates formerly representing shares of Company Common Stock outstanding on the Effective Time, give and thereafter such holders shall be entitled to look to the Surviving Corporation a bond in such sum only as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it general creditors thereof with respect to the Certificate claimed to have been lostcash payable upon due surrender of their certificates. Notwithstanding the foregoing, stolen or destroyed.
(d) After neither the Effective Time, there Paying Agent nor any party hereto shall be no transfers on the stock transfer books liable to any holder of the Surviving Corporation certificates formerly representing shares of Company Common Stock for any Shares which were outstanding immediately prior amount paid to the Effective Time. Ifa public official pursuant to any applicable abandoned property, after the Effective Time, Certificates are presented to the Surviving Corporation escheat or the Paying Agent, they shall be surrendered and canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article IIIsimilar laws.
Appears in 1 contract
Payment for Shares. purchased pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of (a) From Share Certificates or timely confirmation of the book-entry transfer of such Shares into the Depositary's account maintained by the Book-Entry Transfer Facility (as described in the Offer to Purchase), pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (b) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent's Message (as defined in the Offer to Purchase), in connection with a book-entry delivery and (c) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time, depending upon when Share Certificates or confirmations of book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility are actually received by the Depositary. If you wish to have us tender any or all of the Shares held by us for your account, please so instruct us by completing, executing, detaching and returning to us the instruction form set forth on the back page of this letter. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified on the back page of this letter. An envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER. Purchaser is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares pursuant thereto, Purchaser will make a good faith effort to comply with such statute or seek to have such statute declared inapplicable to the Offer. If, after such good faith effort, Purchaser cannot comply with such state statute, the Effective TimeOffer will not be made to (nor will tenders be accepted from or on behalf of) holders of Shares in such state. In any jurisdiction where the securities, "blue sky" or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser by registered brokers or dealers licensed under the laws of such jurisdiction. Instructions with Respect to the Offer to Purchase for Cash All Outstanding Shares of Common Stock of LIQUENT, INC. at $2.27 NET PER SHARE by FLUID ACQUISITION CORP. a wholly owned subsidiary of INFORMATION HOLDINGS INC. The undersigned acknowledge(s) receipt of your letter, the enclosed Offer to Purchase, dated November 19, 2001 and the related Letter of Transmittal (which, as amended or supplemented from time to time, collectively constitute the "Offer"), in connection with the offer by Fluid Acquisition Corp., a bank or trust company or stock transfer agent mutually acceptable Delaware corporation ("Purchaser") and a wholly owned subsidiary of Information Holdings Inc., a Delaware corporation ("Parent"), to Parent and purchase all of the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent outstanding shares of Common Stock, par value $.001 per share (the "Paying AgentShares") in effecting the payment ), of the Merger Price in respect of certificates (the "Certificates") thatLiquent, prior Inc., a Delaware corporation, at $2.27 per Share, net to the Effective Timeseller in cash, represented Shares entitled to payment of without interest thereon, upon the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, terms and risk of loss and title subject to the Certificates shall pass, only upon proper delivery of conditions set forth in the Certificates Offer. This will instruct you to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available tender to the Paying Agent to enable it to, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by Purchaser the number of Shares formerly represented by such Certificate in consideration thereforindicated below (or if no number is indicated below, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded all Shares) shall represent solely that are held by you for 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 Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates shall pay to the Paying Agent any transfer or other taxes required by reason account of the payment of the Merger Price to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable.
(c) In the event any Certificate shall have been lost, stolen or destroyedundersigned, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent terms and subject to the payment thereof, give conditions set forth in the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory Offer. -------------------------------------------------------------------------------- Number of Shares to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.Tendered: ________________________________ Shares* ________________________________________________________________________________ Sign Below
Appears in 1 contract
Payment for Shares. (a) From and after IES shall appoint an agent for the Effective Time, a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent Merger (the "Paying Exchange Agent") ). IES will enter into an exchange agent agreement with the Exchange Agent, in effecting form and substance reasonably acceptable to IPW, and shall deposit with the payment Exchange Agent in trust certificates representing shares of New IES Preferred Stock for the benefit of holders of IPW Shares (such certificates being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, make the conversions provided for in Section 2.2 out of the Merger Price in respect of certificates (the "Certificates") that, prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07Exchange Fund.
(b) Promptly after the Effective Time, the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each record holder holder, as of Certificates the Effective Time, of an outstanding certificate or certificates that immediately prior to the Effective Time represented IPW Shares (other than Certificates representing Excluded Shares) the "Certificates"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Exchange Agent) and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such the Certificates in exchange for certificates representing shares of New IES Preferred Stock as specified in Section 2.2. Upon surrender to the Exchange Agent of a Certificate, Parent shall make funds available to the Paying Agent to enable it totogether with such letter of transmittal duly executed, and the Paying Agent shall, pay the holder of such Certificate the Merger Price multiplied by the shall be entitled to receive in exchange therefor a certificate representing that number of Shares formerly represented by shares of New IES Preferred Stock which such Certificate in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right holder is entitled 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 respect of the Certificate surrendered is registered, it shall be a condition pursuant to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such 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 Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicablethis Section 2.5.
(c) In Any portion of the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of Exchange Fund that fact remains unclaimed by the holder holders of such Certificate, the Paying Agent shall issue in exchange IPW Preferred Stock for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which were outstanding immediately prior to the Effective Time. If, twelve months after the Effective Time, Certificates are presented Time shall be returned to the Surviving Corporation. Any holders of IPW Preferred Stock who have not theretofore complied with this Section 2.5 shall thereafter look only to the Surviving Corporation or the Paying Agent, they shall be surrendered and canceled in return for the payment conversion of the aggregate Merger Price relating thereto, as provided in this Article IIItheir IPW Shares."
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Payment for Shares. (a) From and after Prior to the Effective Time, the Parent shall designate a bank or trust company or stock transfer agent mutually acceptable to Parent business entity regularly engaged in such work and the Company (pursuant to an agreement which is reasonably satisfactory to Parent and the Company) shall Americold to act as paying agent Paying Agent with respect to the Merger (the "Paying Agent"). Each record holder (other than Vornado, Parent, Acquisition Co. or any other subsidiary of Vornado) in effecting of Americold Common Stock or Americold Preferred Stock immediately prior to the payment Effective Time will be entitled to receive, upon surrender to the Paying Agent of the Merger Price in respect certificates representing such shares of certificates Americold Common Stock or Americold Preferred Stock, as the case may be (collectively, the "Certificates") thatfor cancellation, cash in an amount equal to the product of the number of shares of Americold Common Stock or Americold Preferred Stock previously represented by the Certificates multiplied by the Common Stock Consideration or Preferred Stock Consideration, as the case may be, subject to any required withholding of taxes. At or prior to the Effective Time, represented Shares the Parent shall make available to the Paying Agent sufficient funds to make all payments in amounts determined pursuant to the preceding sentence. No interest shall accrue or be paid on the cash payable upon the surrender of the Certificates. Any funds delivered or made available to the Paying Agent pursuant to this Section 3.5(a) and not exchanged for Certificates within six months after the Effective Time will be returned by the Paying Agent to the 169 20 Surviving Corporation, which thereafter will act as Paying Agent, subject to the rights of holders of unsurrendered Certificates under this Section 3.5(a), and any former shareholders of the Company who have not previously exchanged their Certificates will thereafter be entitled to look only to the Surviving Corporation for payment of their claim for the Merger Price consideration set forth in Section 3.1, without any interest, but will have no greater rights against the Surviving Corporation than may be accorded to general creditors thereof under applicable law. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of shares of Americold Common Stock or Americold Preferred Stock for any cash or interest delivered to a public official pursuant to Section 2.07.
(b) Promptly applicable abandoned property, escheat or similar laws. As soon as practicable after the Effective Time, the Surviving Corporation will cause the Paying Agent shall to mail to each record holder of Certificates shares of Americold Common Stock and Americold Preferred Stock (other than Certificates representing Excluded Sharesthe Americold Principal Shareholders) (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 Certificates shall will pass, only upon proper delivery of the Certificates to the Paying Agent Agent), which letter shall be in customary form, and (ii) instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificatethe Certificates for payment.
(b) With respect to any Certificate alleged to have been lost, Parent shall make funds available to stolen or destroyed, the Paying Agent to enable it to, and the Paying Agent shall, pay the holder owner or owners of such Certificate shall be entitled to the Merger Price multiplied consideration set forth above upon delivery to the Surviving Corporation of an affidavit of such owner or owners setting forth such allegation and an indemnity agreement to indemnify Vornado, the Parent and the Surviving Corporation, on terms reasonably satisfactory to Vornado, against any claim that may be made against any of them on account of the alleged loss, theft or destruction of any such Certificate or the delivery of the payment set forth above.
(c) Notwithstanding Section 3.5(a), immediately following the Effective Time, each Americold Principal Shareholder, upon surrender of the Certificate or Certificates representing all of the shares of Americold Common Stock and Americold Preferred Stock owned by such Americold Principal Shareholder together with the related letter of transmittal, shall be entitled to receive, in immediately available funds, the amount of cash into which the aggregate number of Shares formerly shares of Americold Common Stock and Americold Preferred Stock represented by such Certificate in or Certificates surrendered shall have been converted pursuant to this Agreement.
(d) If consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded 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 a Person other than the person Person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such right to receive such Merger Price delivery of the consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering Person requesting such Certificates consideration shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of the Merger Price to a person Person other than the registered holder of the Certificate surrendered, surrendered or shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax Tax has been paid or is not applicable.
(ce) In Until surrendered in accordance with the event any provisions of this Section 3.5, from and after the Effective Time, each Certificate shall have been lost, stolen (other than (i) Certificates representing shares of Americold Common Stock or destroyed, upon the making Americold Preferred Stock owned beneficially or of an affidavit of that fact record by the holder of such CertificateVornado, the Paying Agent shall issue Parent, Acquisition Co. or any other subsidiary of Vornado, (ii) Certificates representing shares of Americold Common Stock or Americold Preferred Stock held in exchange for such lost, stolen the treasury Americold or destroyed Certificate the Merger Price deliverable any Americold Subsidiary and (iii) Dissenting Shares in respect thereof, provided that of which appraisal rights are perfected) shall represent for all purposes the holder of such Certificate shallright to receive the cash pursuant to Section 3.1(a) or (b), as a condition precedent to applicable, as determined and paid in the payment thereof, give the Surviving Corporation a bond manner set forth in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyedthis Agreement.
(df) After the Effective Time, Time there shall be no transfers on the stock transfer books of the Surviving Corporation of any Shares which the shares of Americold Common Stock, shares of Americold Preferred Stock or Options that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying AgentCorporation, they shall be surrendered canceled and canceled in return exchanged for the payment of the aggregate Merger Price relating thereto, as provided applicable consideration referred to in this Article IIISection 3.5.
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Payment for Shares. (a) From and after As of the Effective Time, a bank the Acquiror shall make available or trust company or stock transfer agent mutually acceptable cause to Parent and be made available to the Company (pursuant to an agreement satisfactory to Parent and the Company) shall act as paying agent appointed by the Acquiror (which may be a subsidiary of the Acquiror) (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 2.1(a) to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Acquiror shall cause to be mailed to each person who was, immediately prior to the Effective Time, a holder of record of issued and outstanding Shares a form of letter of transmittal and instructions for use in effecting the payment surrender of the Merger Price in respect of certificates (the "Certificates") thatwhich, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Acquiror shall promptly cause to be paid to the persons entitled thereto a check in the amount to payment of which such persons are entitled, after giving effect to any required tax withholdings. If all required documentation is received by the Merger Price pursuant to Section 2.07.
(b) Promptly Paying Agent within sixty days after the Effective Time, the Paying Agent Acquiror shall mail to each record holder of Certificates (other than Certificates representing Excluded Shares) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon the surrender of each such Certificate, Parent shall make funds available to direct the Paying Agent to enable it to, and make payment of the Merger Consideration with respect to the Shares so surrendered within five business days of the receipt of all required documentation in proper form. If all required documentation is not received by the Paying Agent shallwithin sixty days after the Effective Time, pay the holder Acquiror shall direct the Paying Agent to make payment of such Certificate the Merger Price multiplied by Consideration with respect to the number Shares so surrendered with reasonable promptness after receipt of Shares formerly represented by such Certificate all required documentation in consideration therefor, and such Certificate shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the aggregate Merger Price relating theretoproper form. No interest or dividends shall will be paid or accrued will accrue on the Merger Priceamount payable upon the surrender of any such certificate. If the Merger Price (or any portion thereof) payment is to be delivered made to any a person other than the person in whose name registered holder of the Certificate surrendered is registeredcertificate surrendered, it shall be a condition to of such right to receive such Merger Price payment that the Certificate certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering requesting such Certificates payment 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 Certificate surrendered, certificate surrendered or shall establish to the satisfaction of the Acquiror or the Paying Agent that such tax has been paid or is not applicable.
. One hundred and eighty days following the Effective Time, the Acquiror shall be entitled to cause the Paying Agent to deliver to it any funds (cincluding any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares that were outstanding immediately prior to the Effective Time, and thereafter such holders shall be entitled to look to the Acquiror only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. In the event any Certificate certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of person claiming such Certificate, the Paying Agent shall issue in exchange for such certificate to be lost, stolen or destroyed Certificate and, if required by the Merger Price deliverable in respect thereofPaying Agent, provided that the holder posting by such person of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum amount as it the Paying Agent may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it as indemnity against any claim that may be made against it with respect to such certificate, the Certificate claimed to have been Paying Agent will issue in exchange for such lost, stolen or destroyeddestroyed certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.
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Payment for Shares. (a) From and after As of the Effective Time, Parent shall deposit, or shall cause to be deposited, with a bank or trust company or stock transfer agent mutually acceptable to Parent and the Company (pursuant to an agreement selected by Parent, which shall be reasonably satisfactory to Parent and the Company) shall act as paying agent Company (the "Paying Agent") in effecting ), for the payment benefit of the Merger Price holders of Shares, for exchange in respect of certificates accordance with this Article 4, the funds necessary to make the payments contemplated by Section 4.1 (the "CertificatesPayment Fund") that, to holders of Shares issued and outstanding immediately prior to the Effective Time, represented Shares entitled to payment of the Merger Price pursuant to Section 2.07.
(b) Promptly after the Effective Time, Parent shall cause the Paying Agent shall to mail to each record holder of Certificates record, as of the Effective Time, of a certificate or certificates which immediately prior to the Effective Time represented Shares ("Certificates") (other than Certificates representing Excluded Sharesto holders of Shares referred to in Section 4.1(c)) (i) a form of letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify and (ii) instructions for use in surrendering such Certificates and receiving the aggregate Merger Price in respect thereof. Upon effecting the surrender of each such Certificate, Parent shall make funds available the Certificates in exchange for payment therefor. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to enable it to, and the Paying Agent shall, pay be delivered to the holder of such Certificate a check representing an amount equal to the Merger Price multiplied by product of the number of Shares formerly represented by such Certificate in consideration thereformultiplied by the Merger Consideration, less any required withholding tax, and such the Certificate so surrendered shall forthwith be canceled. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall 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 Pricecash payable upon surrender of the Certificates. If the Merger Price (or any portion thereof) payment is to be delivered to any person other than the person in whose name the Certificate surrendered is registered, it shall be a condition to such right to receive such Merger Price that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person surrendering such Certificates shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Price made to a person other than the registered holder of the Certificate surrendered, it shall be a condition of such payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable.
(c) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Price deliverable in respect thereof, provided that the holder of such Certificate shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against it with respect to the Certificate claimed to have been lost, stolen or destroyed.
(d) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any 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 canceled in return for the payment of the aggregate Merger Price relating thereto, as provided in this Article III.not
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