Payment for Shares. At or prior to the Effective Time, purchaser shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company'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 surrender of the certificates which, 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 Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3
Appears in 2 contracts
Samples: Exhibit 99.01 Agreement and Plan of Merger Agreement and Plan of Merger (Emerging Communications Inc), Agreement and Plan of Merger Agreement and Plan of Merger (Prosser Jeffrey J)
Payment for Shares. At or prior Prior to the Effective Time, purchaser the Purchaser shall make available designate a commercial bank or cause trust company organized under the laws of the United States or any state of the United States with capital, surplus and undivided profits of at least $100,000,000 to be made available act as Paying Agent with respect to the paying agent appointed by Purchaser with the Company's prior approval Merger (the "Paying Agent"). Each holder (other than Parent, the Purchaser or any subsidiary of Parent) amounts sufficient in of a certificate or certificates (the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a"Certificates") hereof to holders of Shares issued and outstanding which 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 Time represented outstanding Shares a form (mutually agreed will be entitled to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates whichreceive, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon upon surrender to the Paying Agent of such certificatesthe Certificates for cancellation, together with such letter of transmittal, duly executed and completed cash in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid an amount equal to the persons entitled thereto a check in product of the amount to which such persons are entitlednumber of Shares previously represented by the Certificates multiplied by the Merger Consideration, after giving effect subject to any required tax withholdingswithholding 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 will shall accrue or be paid or will accrue on the amount cash payable upon the surrender of any such certificatethe Certificates. If payment is to be made to a person other than the registered holder of person in whose name the certificate surrenderedCertificates surrendered are registered, it shall be a condition of such payment that the certificate Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such 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 certificate Certificates surrendered or establish to the satisfaction of the Surviving Corporation or that the Paying Agent that such tax has been paid or is not applicable. One hundred Following the Effective Time, 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 eighty (180Shares owned by Parent or any subsidiary of Parent) days following 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 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 general creditors thereof under applicable law. As soon as practicable after the Effective Time, the Surviving Corporation shall be entitled to will cause the Paying Agent to deliver mail to it any funds each record holder of Certificates a form of letter of transmittal (including any interest received with respect thereto) made available which will specify that delivery will be effected, and risk of loss and title of the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on Agent) and instructions for use in effecting the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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 Certificates 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 the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3payment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peerless Industrial Group Inc), Agreement and Plan of Merger (R B Capital Corp)
Payment for Shares. At or prior to the Effective Time, purchaser The Acquiror shall make available or cause to be made available to U.S. Bank National Association (or such other bank as the Acquiror shall appoint and shall be reasonably acceptable to the Company), as paying agent appointed by Purchaser with the Company'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 of Merger Consideration to holders of Shares issued and 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 be mailed mail to each person who was, at the Effective Time, a holder of record (other than holders of Excluded Shares) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser the Acquiror and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares 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 Surviving Corporation shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount to which such persons are person is entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, 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 that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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 shares of Company Common Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar lawlaws. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares shares of Company Common Stock and Purchaser the Acquiror shall reimburse the Surviving Corporation for such charges and expenses. 5.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Piper Jaffray Companies Inc), Agreement and Plan of Merger (Us Bancorp \De\)
Payment for Shares. At or prior to the Effective Time, purchaser The Surviving Corporation shall make available or cause to be made available to the paying agent appointed by Purchaser Merger Sub with the Company'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(a2.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after At the Effective Time, the Surviving Corporation shall cause instruct the Paying Agent to be mailed 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 (other than holders of Excluded SharesMerger Sub) of issued and outstanding Shares a form (mutually agreed to by Purchaser Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, 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 Surviving Corporation shall promptly cause instruct the Paying Agent to be paid promptly, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash Merger Consideration 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Recapitalization (Parthanon Investors Lp), Agreement and Plan of Merger and Recapitalization (Green William S)
Payment for Shares. At or prior to the Effective Time, purchaser Praxair shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company's prior approval 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 Person who was, at the Effective Time, a holder of record (other than holders any of Excluded Sharesthe 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 surrender of the certificates which, 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 Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a person 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 Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser Praxair shall reimburse the Surviving Corporation for such charges and expenses. 5.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Px Acquisition Corp), Agreement and Plan of Merger (Px Acquisition Corp)
Payment for Shares. At or prior Upon delivery to the Effective Time, purchaser shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company'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 a Letter of Transmittal by any Record Holder of Shares issued represented by Certificates (other than Excluded Shares), duly completed and outstanding signed in accordance with its instructions, and surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(h)) that immediately prior to the Effective TimeTime represented such Shares (or affidavits of loss in lieu thereof as provided in Section 4.2(h)), such Record Holder shall be entitled to receive the Per Share Closing Consideration in respect of such Shares, and the Certificate so surrendered shall forthwith be cancelled. Promptly Notwithstanding anything to 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 Surviving Corporation Per Share Closing Consideration in respect of each Book Entry Share of such holder, and such Book Entry Shares shall cause 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 mailed delivered upon compliance with the procedures described above may be issued to each person who was, at the Effective Time, a holder of record (other than holders of Excluded Shares) of issued transferee if the Paying Agent receives documents reasonably required to evidence and outstanding Shares a form (mutually agreed effect such transfer and to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting 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 the certificates which, immediately prior to the Effective Time, represented any Certificates or in respect of such Book Entry 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 Surviving Corporation terms hereof shall promptly cause be deemed to be have been paid in full satisfaction of all rights pertaining to the persons entitled thereto a check in applicable Shares (other than the amount right to which such persons are entitledreceive payments, after giving effect if any, pursuant to any required tax withholdingsSection 4.1(b)(iv)(A)(2) or Section 4.1(b)(iv)(B), as applicable, from the Working Capital Escrow Fund). No interest will be paid or will accrue accrued on the any amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3provided above.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tropicana Las Vegas Hotel & Casino, Inc.), Agreement and Plan of Merger (Penn National Gaming Inc)
Payment for Shares. At or Immediately prior to the Effective Time, purchaser Purchaser shall make available provide or cause to be made available provided to the paying agent appointed by Purchaser within 21 calendar days following the date of this Agreement with the Company's prior approval, which approval shall not be unreasonably withheld or delayed (the "Paying Agent") ), for the benefit of the holders of Shares, amounts in cash sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof (such cash being referred to as the "Exchange Fund") to holders of Shares (other than Excluded 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 any of Excluded Sharesthe 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 surrender of the certificates which, 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 Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the an amount equal to which such persons are entitled, (after giving effect to any required tax withholdings) the Merger Consideration multiplied by the number of Shares formerly represented by such certificate. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3,
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unimed Pharmaceuticals Inc), Agreement and Plan of Merger (Solvay S a /Adr/)
Payment for Shares. At or prior (a) Prior to the Effective Time, purchaser the Company shall make available designate a bank or cause trust company reasonably acceptable to be made available Sub to the act as paying agent appointed by Purchaser (the “Paying Agent”) in connection with the Merger (which bank or trust company shall agree in writing to comply with the provisions of this Section 1.10 applicable to it). At the Closing, the Surviving Corporation (with funds obtained from Parent) or Parent shall deposit in trust (which trust shall be for the benefit of the stockholders of the Company's prior approval (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for with the Paying Agent an amount (the “Payment Fund”) in immediately available funds equal to make payments pursuant to Section 5.1(athe sum of (x) hereof to holders the product of (i) the sum of (A) the aggregate number of Shares issued and outstanding immediately prior to the Effective TimeTime (other than Shares held by any Subsidiary of the Company) plus (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and (ii) the Cash Amount and (y) the excess, if any, of (i) the product of the Cash Amount multiplied by the aggregate number of Shares underlying Company Stock Options that entitle the holders thereof to purchase such Shares at a price per share less than the Cash Amount (to the extent that such Company Stock Options have not been cancelled and paid for pursuant to Section 1.9(a)) over (ii) the aggregate exercise price for such Company Stock Options. Promptly after The Payment Fund shall be invested by the Effective Time, Paying Agent as directed by the Surviving Corporation shall cause to be mailed to each person who was, at (so long as such directions do not impair the Effective Time, a holder rights of record (other than the holders of Excluded Shares) Shares or the ability 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 surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent to make timely payments as required hereby), in direct obligations of the United States of America or any state thereof, obligations for which the full faith and credit of the United States of America or any such certificatesstate is pledged to provide for the payment of principal and interest, together commercial paper either rated of the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with such letter a maturity of transmittal, duly executed three months or less. Any earnings with respect thereto shall be paid to the Surviving Corporation as and completed in accordance with when requested by the instructions theretoSurviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check deposit in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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 trust with the Paying Agent that funds sufficient to make such tax has been paid or is not applicablepayments. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall be entitled to cause the The Paying Agent shall, pursuant 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 certificates formerly representing Shares outstanding on the Effective Timeirrevocable instructions, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to make the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable payments referred 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, including those in Section 1.7 out of the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3Payment Fund.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brookfield Asset Management Inc.), Agreement and Plan of Merger (Crystal River Capital, Inc.)
Payment for Shares. At or prior to the Effective Time, purchaser Purchaser shall make available or cause to ------------------ be made available to the paying agent appointed by Purchaser with the Company'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 any of Excluded Sharesthe 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 surrender of the certificates which, 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 Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mallinckrodt Inc /Mo), Agreement and Plan of Merger (Nellcor Puritan Bennett Inc)
Payment for Shares. At or prior (a) Prior to the Effective Time, purchaser Purchaser shall make available or cause select and appoint a bank to be made available to act as agent for the paying agent appointed by Purchaser with the Company's prior approval holders of Shares (the "Paying AgentPAYING AGENT") amounts sufficient in to receive and disburse the aggregate Merger Consideration to which holders of Shares shall become entitled pursuant to Section 2.8. At the Effective Time, Purchaser or Parent shall provide all funds necessary for the Paying Agent with sufficient cash to make payments pursuant allow the Merger Consideration to Section 5.1(abe paid by the Paying Agent for each Share then entitled to receive the Merger Consideration. (b) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly As soon as practicable after the Effective Time, the Surviving Corporation Purchaser or Parent shall cause the Paying Agent to be mailed mail to each person who was, at record holder of a certificate or certificates representing Shares which as of the Effective TimeTime represents the right to receive the Merger Consideration (the "CERTIFICATES"), 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 (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 effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange Certificates for payment therefor. Upon surrender to the Paying Agent of such certificatesa Certificate, together with such letter of transmittal, transmittal duly executed and completed in accordance with the instructions thereto, and such other documents as may be requested, the Surviving Corporation holder of such Certificate shall promptly cause be entitled to receive in exchange therefor the Merger Consideration and such Certificate shall forthwith be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingscanceled. No interest will shall be paid or will accrue accrued on the amount payable Merger Consideration 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 Consideration (or any such certificate. If payment portion thereof) is to be made delivered to a person other than the registered holder of person in whose name the certificate surrenderedCertificates surrendered in exchange therefor are registered, 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.35
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MDL Information Systems Inc), Agreement and Plan of Merger (Golden Gate Acquisitions Inc)
Payment for Shares. At Subject to ------------------------------------------------------------------ the provisions hereof, this Warrant may be exercised by the holder hereof, in whole or prior in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Effective Time, purchaser shall make available or cause to be made available to the paying agent appointed by Purchaser with Company during normal business hours on any business day at the Company's prior approval 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 effective registration statement under the Securities Act of 1933, as 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) amounts sufficient below) for the Warrant Shares specified in the aggregate Exercise Agreement. The Warrant Shares so purchased shall be deemed to provide all funds necessary be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the 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 Paying Agent to make payments pursuant to Section 5.1(a) hereof to holders Warrant Shares xx xurchased, representing the aggregate number of Shares issued and outstanding immediately prior shares specified in the Exercise Agreement, shall be delivered to the Effective Timeholder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. Promptly after The certificates so delivered shall be in such denominations as may be requested by the Effective Timeholder hereof and shall be registered in the name of such 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 Surviving Corporation shall cause to be mailed to each person who wasCompany shall, at its expense, at the Effective Time, a holder time 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 surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent delivery of such certificates, together deliver to the holder a new Warrant representing the number of shares with such letter 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 within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash or, at the option of transmittalthe holder, duly executed in shares of Common Stock valued at the Exercise Price, an amount (the "Default Amount") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and completed in accordance with the instructions theretoMarket Price is $2.00, then the Surviving Corporation Company shall promptly cause 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 persons entitled thereto a check holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the amount to which such persons are entitledcontrary, after giving effect to any required tax withholdings. No interest will be paid or will accrue on in no event shall the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall this Warrant be entitled to cause exercise a number of Warrants (or portions thereof) in excess of the Paying Agent to deliver to it number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any funds other securities of the Company (including any interest received with respect theretothe Debentures (as defined in the Securities Purchase Agreement)) made available subject to a limitation on conversion or exercise analogous to the Paying Agent which have not been disbursed to holders limitation contained herein) and (ii) the number of certificates formerly representing Shares outstanding on shares of Common Stock issuable upon exercise of the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof Warrants (or portions thereof) with respect to which the cash payable upon due surrender determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of their certificatesmore than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 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 Company. Notwithstanding anything to the foregoingcontrary contained herein, neither the Paying Agent nor any party hereto shall limitation on exercise of this Warrant set forth herein may not 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. The Surviving Corporation shall pay all charges and expenses, including those amended without (i) the written consent of the Paying Agent, in connection with holder hereof and the exchange Company and (ii) the approval of cash for Shares and Purchaser shall reimburse a majority of shareholders of the Surviving Corporation for such charges and expensesCompany. 5.3-
Appears in 2 contracts
Samples: Imaging Technologies Corp/Ca, Imaging Technologies Corp/Ca
Payment for Shares. At or prior purchased pursuant to the Effective Time, purchaser shall make available or cause to Offer will in all cases be made available to the paying agent appointed only after timely receipt by Purchaser with the Company's prior approval National City Bank (the "Paying AgentDepositary") amounts sufficient of (a) Share Certificates or timely confirmation of the book-entry transfer of such Shares into the account maintained by the Depositary at the Depositary Trust Company (the "Book-Entry Transfer Facility"), 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 aggregate Offer to provide 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 funds 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 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. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares residing in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. However, the Company may, in its discretion, take such action as it may deem necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof the Offer in any jurisdiction and extend the Offer to holders of Shares issued and outstanding immediately prior to in such jurisdiction. In any jurisdiction where the Effective Time. Promptly after securities, blue sky or other laws require 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 surrender of the certificates which, 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 Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is Offer to be made to by a person other than licensed broker or dealer, the registered holder Offer is being made on behalf of the certificate surrendered, it shall be a condition Company by one or more registered brokers or dealers that are licensed under the laws 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3jurisdiction.
Appears in 2 contracts
Payment for Shares. At or prior and from time to time after the Effective Time, purchaser Home Federal shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company's prior approval (the "Paying Agent") Agent amounts sufficient in the aggregate 4 to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) of the Merger Consideration hereof to holders of Shares shares of Marshalltown Common Stock issued and outstanding immediately prior to the Effective Time. Promptly As soon as practicable after the Effective Time, the Surviving Corporation 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 holder of record (other than holders of Excluded Shares) of issued and outstanding Shares shares of Marshalltown Common Stock (other than Dissenting Shares), a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates certificate(s) which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment thereforshares. Upon surrender to the Paying Agent of such certificates (or, in accordance with Section 1.8, such documentation as is acceptable to and required by the Paying Agent with respect to lost certificates), together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation Paying Agent shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a person other than the registered holder of the certificate certificate(s) surrendered, it shall be a condition of such payment that the certificate certificate(s) 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 certificate(s) surrendered or establish established to the satisfaction of the Surviving Corporation Home Federal or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty (180) 180 days following the Effective Time, the Surviving Corporation Home Federal shall be entitled to cause the Paying Agent to deliver to it Home Federal any funds (including any interest received with respect thereto) made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares shares of Marshalltown Common Stock outstanding on at the Effective Time, and thereafter such holders holder shall be entitled to look to the Surviving Corporation Home Federal only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding anything in this Section 1.7 or elsewhere in this Agreement to the foregoingcontrary, neither the Paying Agent nor any party hereto shall be liable to any a former holder of certificates formerly representing Shares shares of Marshalltown Common Stock for any amount paid cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawabandoned property laws. The Surviving Corporation Paying Agent shall also deliver to Home Federal a certified list of the names and addresses of all former registered holder of shares of Marshalltown Common Stock who have not then surrendered their certificates to receive the Merger Consideration to which they are entitled. Except as otherwise provided therein or in the letter of transmittal, Home Federal shall pay all charges and expenses, including those of the Paying Agent, in connection with the payment of the Merger Consideration in exchange for shares of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3Marshalltown Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HMN Financial Inc), Agreement and Plan of Merger (Marshalltown Financial Corp)
Payment for Shares. (a) Prior to the Effective Time, the Parent shall designate a business entity regularly engaged in such work and which is reasonably satisfactory to Americold to act as 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) of Americold Common Stock or Americold Preferred Stock immediately prior to the Effective Time will be entitled to receive, upon surrender to the Paying Agent of the certificates representing such shares of Americold Common Stock or Americold Preferred Stock, as the case may be (collectively, the "Certificates") for 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, purchaser the Parent shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company'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 surrender of the certificates which, 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 sufficient funds to make all payments in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid amounts determined pursuant to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingspreceding sentence. No interest will shall accrue or be paid or will accrue on the amount cash payable upon the surrender of any such certificatethe Certificates. If payment is to be 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 Any funds delivered 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. One hundred and eighty (180) days following the Effective Time, 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 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 been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and previously exchanged their Certificates will thereafter such holders shall be entitled to look only to the Surviving Corporation only as for payment of their claim for the 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 with respect to the cash payable upon due surrender of their certificatesunder applicable law. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any a holder of certificates formerly representing Shares shares of Americold Common Stock or Americold Preferred Stock for any amount paid cash or interest delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawlaws. The As soon as practicable after the Effective Time, the Surviving Corporation shall pay all charges will cause the Paying Agent to mail to each record holder of shares of Americold Common Stock and expensesAmericold Preferred Stock (other than the Americold Principal Shareholders) (i) a form of letter of transmittal (which will specify that delivery will be effected, including those and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent), which letter shall be in connection with customary form, and (ii) instructions for use in effecting the exchange surrender of cash the Certificates for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3payment.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vornado Realty Trust)
Payment for Shares. At or prior 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 Effective TimeOffer) when, purchaser shall make available as and if it gives oral or cause to be made available written notice to the paying agent appointed by Purchaser with the Company'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 Depositary 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 surrender of the certificates which, immediately prior to the Effective Time, represented any its acceptance of such Shares in exchange for payment thereforpursuant 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 surrender the terms and subject to the Paying Agent conditions of such certificatesthe Offer, together with such letter of transmittal, duly executed and completed in accordance 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 instructions theretoDepositary, which will make payment to shareholders promptly as directed by the Surviving Corporation shall promptly cause to Fund. The Fund will not pay interest on the purchase price under any circumstances. Shares purchased in the Offer will be paid retired. In all cases, payment for Shares purchased pursuant to the persons entitled thereto Offer will be made only after timely receipt by the Depositary of: (a) a check Letter of Transmittal (or a copy thereof) properly completed and bearing original signature(s) and any required signature guarantee(s), (b) such Shares (in proper certificated or uncertificated form) and (c) any other documents required by the Letter of Transmittal. Shareholders may be charged a fee by a broker, dealer or other institution for processing the tender requested. Certificates representing Shares tendered but not purchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the tendering shareholder. The Fund will pay any transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, tendered Shares are registered in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender name of any such certificate. If payment is to be made to a person other than the person signing the Letter of Transmittal, the amount of any such transfer taxes (whether imposed on the registered holder owner or such other person) payable on account of the certificate surrendered, it shall be a condition transfer to such person of such payment that Shares will be deducted from 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 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 Offer under certain conditions. See Section 4. Any tendering shareholder or other payee who has not previously submitted a person other than correct, completed and signed Form W-8BEN, Form W-8ECI or Form W-9, as necessary, and who fails to 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 30.5% of the certificate surrendered gross proceeds paid to such shareholder or establish other payee pursuant to the satisfaction Offer. See Section 14 regarding this tax as well as possible withholding at the rate of the Surviving Corporation 30% (or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty (180lower applicable treaty rate) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled gross proceeds payable to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3tendering non-U.S. shareholders.
Appears in 1 contract
Samples: Latin America Equity Fund Inc /Md
Payment for Shares. At (a) As soon as practicable following receipt of the Required Vote (as defined in Section 3.4 below), (i) the Buyer shall select a reputable bank or prior trust company to the Effective Time, purchaser shall make available or cause to be made available to the act as paying agent appointed by Purchaser with the Company's prior approval under this Agreement (the "Paying Agent"), and (ii) the Buyer shall deposit with the Paying Agent cash amounts sufficient in the aggregate to provide all funds necessary for enable the Paying Agent to make payments pursuant to Section 5.1(a) hereof 1.3 to all holders of Shares issued and outstanding immediately prior to the Effective TimeTime (other than Dissenting Shares). Promptly (b) Within five (5) business days after the Effective Time, the Surviving Corporation Buyer shall cause the Paying Agent to be mailed mail to each person who was, at immediately prior to the Effective Time, a holder of record of Shares (other than holders of Excluded Dissenting Shares) of issued and outstanding Shares a form (of letter of transmittal in customary form and containing such provisions as are mutually agreed to by Purchaser the Buyer and the CompanyCompany (including a provision confirming that, subject 3 Next Page to Section 1.8(d), delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates to the Paying Agent) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares Certificates in exchange for payment therefortherefor (a "Transmittal Letter"). Upon The Buyer shall deliver irrevocable written instructions to the Paying Agent in form and substance reasonably satisfactory to the Company to make the payments referred to in Section 1.3 and shall otherwise ensure that, upon surrender to the Paying Agent of such certificatesa Certificate, together with such letter of transmittal, duly a properly executed and completed in accordance with the instructions theretoTransmittal Letter, the Surviving Corporation holder of such Certificate (or, under the circumstances described in Section 1.8(e), the transferee of the Shares represented by such Certificate) shall promptly cause to be paid to the persons entitled thereto a check receive in exchange therefor the amount of cash to which such persons are entitled, person is entitled pursuant to this Agreement. (c) On or after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment date which is to be 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. One one hundred and eighty (180) days following after the Effective Time, the Surviving Corporation Buyer shall be entitled to cause the Paying Agent to deliver to it the Buyer any funds (including 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 TimeCertificates, and thereafter such holders the Buyer shall be entitled to look to the Surviving Corporation only as general creditors thereof liable with respect to the cash amounts payable upon due surrender of their certificatesCertificates. Notwithstanding Neither the foregoing, neither Buyer nor the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares a Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (d) If any Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed (and, if required by the Buyer, either the signing of an agreement to indemnify the Buyer against any claim that may be made against it with respect to such Certificate or the posting by such person of a bond, in such reasonable amount as the Buyer may direct), the Buyer shall cause the Paying Agent to pay in exchange for such lost, stolen or destroyed Certificate the cash amount payable in respect thereof pursuant to this Agreement. (e) In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, payment may be made with respect to such Shares to a transferee of such Shares if the Certificate representing such Shares is presented to the Paying Agent, accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (f) The Surviving Corporation Buyer shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash the Merger Consideration for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expensesShares. 5.3Section 1.9
Appears in 1 contract
Payment for Shares. At or prior to the Effective Time, purchaser Acquiror shall make available or cause to be made available to such bank as the Acquiror shall appoint (and shall be reasonably acceptable to the Company), as paying agent appointed by Purchaser with the Company'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 of Consideration to holders of Shares issued and 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 be mailed mail to each person Person who was, at the Effective Time, a holder of record (other than holders of Excluded Shares) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser the Acquiror and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares 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 Surviving Corporation shall promptly cause the Paying Agent to be paid pay to the persons each Person entitled thereto a check in the amount of the Consideration to which such persons are Person is entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the any amount payable upon the surrender of any such certificate. If payment is to be made to a person 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 Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person 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. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest or other amounts received with respect thereto) made available to the Paying Agent which that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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 shares of Company Common Stock 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 the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cotton States Life Insurance Co /)
Payment for Shares. At or prior (a) Prior to the Effective Time, purchaser Purchaser shall make available select and appoint a bank or cause to be made available trust company reasonably acceptable to the paying Company to act as agent appointed by Purchaser with for the Company's prior approval holders of Shares (the "Paying Agent") amounts sufficient to receive and disburse the Merger Consideration to which holders of Shares shall become entitled pursuant to Section 2.10. At the Effective Time, Purchaser or Parent shall, and Gambrinus shall cause Purchaser or Parent to, deposit in trust with the Paying Agent for the benefit of holders of Shares the aggregate consideration to provide all which such holders shall be entitled at the Effective Time pursuant to Section 2.10. Such funds necessary for shall be invested as 5 9 directed by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to make payments pursuant holders of the Shares. Earnings from such investments shall be the sole and exclusive property of Purchaser and the Surviving Corporation and no part thereof shall accrue to Section 5.1(athe benefit of the holders of the Shares. If for any reason (including losses) hereof such funds are inadequate to pay the amounts to which holders of Shares issued and outstanding immediately prior shall be entitled under Section 2.10, Parent shall in any event be liable for payment thereof. Such funds deposited with the Paying Agent pursuant to the Effective Timethis Section 2.12 shall not be used for any purpose except as expressly provided in this Agreement. Promptly From time to time at or after the Effective Time, Parent shall take all lawful action necessary to make the Surviving Corporation shall cause appropriate cash payments, if any, to be mailed to each person who was, at holders of Dissenting Shares. (b) As soon as practicable after the Effective Time, Purchaser or Parent shall cause the Paying Agent to mail to each record holder a holder certificate or certificates representing Shares which as of record the Effective Time represents the right to receive the Merger Consideration (other than holders of Excluded Shares) of issued and outstanding Shares the "Certificates"), a form (mutually agreed to by Purchaser and the Company) 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 effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange Certificates for payment therefor. Upon surrender to the Paying Agent of such certificatesa Certificate, together with such letter of transmittal, transmittal duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Surviving Corporation Paying Agent, the holder of such Certificate shall promptly cause be entitled to receive in exchange therefor the Merger Consideration and such Certificate shall forthwith be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingscanceled. No interest will shall be paid or will accrue accrued on the amount payable Merger Consideration upon the surrender of the Certificates. Until surrendered in accordance with the provisions of this Section 2.12(b), 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 2.11, have no other right. (c) If the Merger Consideration (or any such certificate. If payment portion thereof) is to be made delivered to a person other than the registered holder of person in whose name the certificate surrenderedCertificates surrendered in exchange therefor are registered, it shall be a condition of such to the payment that the certificate Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment or delivery shall pay any transfer or other taxes required payable by reason of the payment of the Merger Consideration to a person other than the person in whose name the Certificates are 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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 a holder of Shares for any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat and similar laws. (d) Promptly following the date that is one year after the Effective Time, the Paying Agent shall return to the Surviving Corporation 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, 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. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of certificates formerly representing Shares a Certificate for any amount paid Merger Consideration delivered 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 the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.32.13
Appears in 1 contract
Samples: Ii 4 Agreement and Plan of Merger (Petes Brewing Co)
Payment for Shares. At or prior to the Effective Time, purchaser shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company'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 surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificatesCertificates (or affidavits of loss in lieu thereof as provided in Section 2.7(e)) or Book-Entry Shares, together with with, in the case of Certificates, such letter of transmittal, duly completed and validly executed and completed in accordance with the instructions thereto, or, in the Surviving Corporation case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other customary documents as may reasonably be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall promptly cause be entitled to receive in exchange therefor, and the Paying Agent shall be paid required to the persons entitled thereto deliver to each such holder, a check in the amount to which such persons are entitled, of cash (after giving effect to any required tax withholdingswithholding taxes as provided in Section 2.7(g)) that such holder has the right to receive pursuant to Section 2.6(a). No interest will be paid or will accrue accrued on the any amount payable upon the surrender in respect of any such certificateCertificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a person Person other than the registered holder Person in whose name a surrendered Certificate or, in the case of the certificate surrendereda Book-Entry Share, a surrendered Share is registered, it shall will be a condition of such payment that the certificate Certificate or, in the case of a Book-Entry Share, the Share so surrendered shall be endorsed properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay any has paid all transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the certificate Certificate or, in the case of a Book-Entry Share, the Share surrendered or establish and has established to the reasonable satisfaction of the Paying Agent and the Surviving Corporation or the Paying Agent that such tax has Taxes have been paid or is are not applicable. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3.
Appears in 1 contract
Payment for Shares. At or prior (a) Prior to the Effective Time, purchaser the Buyer shall make available or cause appoint the Payment Agent to be made available effect the payment of the Initial Merger Consideration in exchange for Certificates. On the Closing Date, the Buyer shall deliver the Initial Merger Consideration to the paying agent appointed by Purchaser with the Company's prior approval (the "Paying Payment Agent") amounts sufficient , in the aggregate to provide all funds necessary trust for the Paying Agent to make payments pursuant to Section 5.1(a) hereof to benefit of holders of Shares issued and outstanding immediately prior to the Effective TimeCertificates. Promptly As soon as practicable after the Effective Time, the Surviving Corporation Buyer shall cause the Payment Agent to be mailed send a notice and a transmittal form to each person who was, at the Effective Time, a holder of record (other than holders a Certificate entitled to receive any Merger Consideration advising such holder of Excluded Shares) the effectiveness of issued and outstanding Shares a form (mutually agreed to by Purchaser the Merger and the Company) of letter of transmittal and instructions procedure for use in effecting the surrender of the certificates which, immediately prior surrendering to the Effective Time, represented any of Payment Agent such Shares Certificate in exchange for payment thereforInitial Merger Consideration pursuant to Section 1.5. Upon Each holder of a Certificate entitled to receive Merger Consideration, upon proper surrender thereof to the Paying Payment Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions theretoin such notice, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall be entitled to cause receive in exchange therefor (subject to any taxes required to be withheld) his, her or its share of the Paying Agent Initial Merger Consideration pursuant to deliver Section 1.5. Until properly surrendered, each such Certificate shall be deemed for all purposes to it any funds (including any interest received with respect thereto) made available evidence only the right to the Paying Agent which have receive a Merger Consideration payable pursuant to Section 1.5. Holders of Certificates shall not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look receive Merger Consideration to the Surviving Corporation 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 which they would otherwise 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. 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 Purchaser shall reimburse the Surviving Corporation for entitled until such charges and expenses. 5.3Certificates are properly surrendered.
Appears in 1 contract
Payment for Shares. At or prior to the Effective Time, purchaser Purchaser shall make available or cause to be made available to the paying agent a bank or trust company appointed by Purchaser with the Company'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 any of Excluded Sharesthe 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 surrender of the certificates which, 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 Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3.
Appears in 1 contract
Payment for Shares. At or prior to the Effective Time, purchaser Parent shall make available or cause to be made available to a bank appointed by Parent (which shall be reasonably acceptable to the Company), as paying agent appointed by Purchaser with the Company'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 of Merger Consideration to holders of Shares issued and shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each person who was, at the Effective Time, a holder of record (other than holders of Excluded Shares) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions (which shall be mutually agreed to by Parent and the Company) for use in effecting the surrender in exchange for payment of the certificates whichthat, immediately prior to the Effective Time, represented any of such Shares in exchange for payment thereforshares. 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 Surviving Corporation Parent shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount to which such persons are person is entitled, after giving effect to any required United States federal, state or local tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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 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 the Surviving Corporation Parent or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation Parent 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 that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on at the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation Parent 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 shares of Company Common Stock for any amount paid to a Governmental Authority or public official pursuant to any applicable abandoned property, escheat or similar law. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Royal Bank of Canada \)
Payment for Shares. At or prior to From and after the Effective TimeClosing, purchaser Purchaser shall make available or cause to be made available to ensure that the paying agent appointed by Purchaser with the Company's prior reasonable approval (the "Paying Agent") has, as and when needed, amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a3.1(a) hereof to (a) holders of Shares issued and outstanding immediately prior to the Effective Time, and (b) the Eligible Option Holders (as hereinafter defined). After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of shares of capital stock of the Company which were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, but in any event no later than ten (10) business days after the Closing Date, 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 or an Eligible Option Holder a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting (i) the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor, with respect to stockholders, and (ii) the payment to the Eligible Option Holders of all amounts payable thereto pursuant to Section 3.5. Upon surrender to the Paying Agent of such certificates, together certificates (with such respect to the stockholders) and delivery of the letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons each person entitled thereto (1) a check in the amount equal to which the Merger Consideration multiplied by the number of Shares held by such persons are entitledperson, after giving effect with respect to the stockholders, and (2) with respect to an Eligible Option Holder, a check in the amount payable to such Eligible Option Holder pursuant to Section 3.5, in each case, less any required tax withholdings. No interest will be paid or will accrue on the amount payable upon to any person hereunder. In the surrender case of any such certificate. If a stockholder, if payment is to be made to a person other than the registered holder of the certificate cerificate 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. One Two hundred and eighty seventy (180270) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective TimeTime or Eligible Option Holders, as applicable, and thereafter such holders persons shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificateshereunder. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares or any Eligible Option Holder 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 the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3this Section.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cross Continent Auto Retailers Inc M&l)
Payment for Shares. At or prior (a) Pursuant to the Effective Time, purchaser shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company's prior approval an agreement (the "Paying Disbursing Agent Agreement") which shall provide for the matters set forth in this Section 2.9 and otherwise be on terms reasonably satisfactory to Conseco and the Company and which shall be entered into on or before the Effective Time between Conseco and a disbursing agent reasonably satisfactory to the Company and Conseco (the "Disbursing Agent") amounts sufficient ), Conseco shall deposit with the Disbursing Agent at the Effective Time in the aggregate to provide all funds necessary trust for the Paying benefit of the shareholders of the Company, the Cash Consideration (in immediately available funds) to which holders of Shares shall be entitled pursuant to Section 2.7. The Disbursing Agent shall invest portions of the cash deposited with it in such manner as the Surviving Corporation directs; provided that all of such investments be in obligations of or guaranteed by the United States of America or in money market funds which are invested solely in obligations of or guaranteed by the United States of America or in commercial paper rated A-1 by Standard & Poor's Corporation or P-1 by Xxxxx'x Investors Service, Inc. (collectively, "Permitted Investments"); provided, further, that the maturities of Permitted Investments shall be such as to permit the Disbursing Agent to make payments pursuant prompt payment of the Cash Consideration to Section 5.1(a) hereof to holders shareholders 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 surrender of the certificates which, 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 Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No Any interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a person other than the registered holder of the certificate surrendered, it income produced by Permitted Investments 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look payable to the Surviving Corporation 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 lawCorporation. The Surviving Corporation shall pay all charges replace any monies lost through any investment made at its direction pursuant to this Section 2.9. If outstanding Certificates are not surrendered or the Cash Consideration therefor set forth in Section 2.9 hereof is not claimed prior to the one hundred twentieth (120th) day after the Closing Date, the unclaimed amounts shall be returned to the Surviving Corporation and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse persons entitled thereto may look only to the Surviving Corporation for such charges and expenses. 5.3payment thereof.
Appears in 1 contract
Payment for Shares. At or prior and from time to time after the Effective Time, purchaser Purchaser shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company's prior approval (the "Paying Agent") Exchange Agent amounts sufficient in the aggregate to provide all funds necessary for the Paying Exchange Agent to make payments pursuant to Section 5.1(a) of the Merger Consideration hereof to holders of Shares the Company Common Stock issued and outstanding immediately prior to the Effective Time. Promptly after Purchaser shall use its best efforts to cause to be mailed, within three (3) business days of 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 Company Common Stock, a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates Company Certificate(s) which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment thereforshares. Upon surrender to the Paying Exchange Agent of such certificates (or such documentation as is acceptable to and required by the Exchange Agent with respect to lost certificates), together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation Exchange Agent shall promptly cause to be paid to the persons Persons entitled thereto a check in the amount to which such persons Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a person Person other than the registered holder of the certificate Company Certificate(s) surrendered, it shall be a condition of such payment that the certificate Company Certificate(s) 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 Company Certificate(s) surrendered or establish established to the satisfaction of the Surviving Corporation Purchaser or the Paying Exchange Agent that such tax has been paid or is not applicable. One hundred and eighty Hundred Eighty (180) days following the Effective Time, the Surviving Corporation Purchaser shall be entitled to cause the Paying Exchange Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Exchange Agent which have not been disbursed to holders of certificates formerly representing Shares Company Common Stock outstanding on at the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation Purchaser only as a general creditors creditor thereof with respect to the cash payable upon due surrender of their certificatesCompany Certificates. Notwithstanding anything in this Article II or elsewhere in this Agreement to the foregoingcontrary, neither the Paying Exchange Agent nor any party hereto shall be liable to any a former holder of certificates formerly representing Shares Company Common Stock for any amount paid cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawabandoned property laws. The Surviving Corporation Exchange Agent shall pay all charges and expenses, including those also deliver to Purchaser a certified list of the Paying Agent, in connection with names and addresses of all former registered holders of Company Common Stock who have not then surrendered their Company Certificates to receive the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3Merger Consideration to which they are entitled.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harrington Financial Group Inc)
Payment for Shares. At or prior Prior to the Effective Offer Acceptance Time, purchaser Parent shall make available designate a U.S. bank or cause trust company reasonably acceptable to be made available Smart & Final to act as agent (the paying "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 appointed by Purchaser with the Company's prior approval (the "Paying Agent") amounts 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 in to make payment of the aggregate to provide all funds necessary for cash consideration payable at the Offer Closing and with the Paying Agent cash sufficient to make payments pursuant to Section 5.1(a) hereof to holders payment of Shares issued and outstanding immediately prior to the Effective Timecash consideration payable in connection with the Merger (together, the "Payment Fund"). The Payment Fund shall not be used for any other purpose. Promptly (but in no event later than three business days) after the Effective Time, the Surviving Corporation surviving corporation shall cause to be mailed to each person Person who was, at the Effective Time, a holder of record (other than holders of Excluded Shares) of issued and outstanding the Shares entitled to receive the Merger Consideration, a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefortransmittal. Upon surrender to the Paying Agent of such certificatesthe applicable Shares, together with such letter of transmittal, duly completed and validly executed and completed in accordance with the instructions theretoto such letter of transmittal, and such other documents as may be reasonably required pursuant to such instructions, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a person other than the registered holder of the certificate surrendered, it such Shares shall be a condition of entitled to receive in exchange for such payment that Shares the certificate so surrendered shall be properly endorsed or otherwise in proper form Merger Consideration for transfer and that the person requesting such payment shall pay each Share. At 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. One hundred and eighty (180) days time following 12 months after the Effective Time, the Surviving Corporation surviving corporation shall be entitled to cause require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent which have and not been disbursed to holders of certificates formerly representing Shares outstanding on Shares, including all interest and other income received by the Effective TimePaying Agent in respect of all funds made available to it. Upon any such delivery (but subject to abandoned property, escheat and thereafter such other similar Legal Requirements), holders shall be entitled to look to the Surviving Corporation surviving corporation only as general creditors thereof of the surviving corporation with respect to the cash Merger Consideration that may be payable upon due surrender of their certificates. Notwithstanding the foregoingShares held by them, neither the Paying Agent nor any party hereto shall be liable without interest and subject to any holder withholding of certificates formerly representing Shares for any amount paid to a public official pursuant to any Taxes required by applicable abandoned property, escheat or similar law. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3legal requirements.
Appears in 1 contract
Samples: First Street Merger Sub, Inc.
Payment for Shares. At or prior to the Effective Time, purchaser Purchaser shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company'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 Purchaser shall cause instruct the Paying Agent to be mailed mail to each person who was, at the Effective Time, a holder of record (other than holders any of Excluded Sharesthe 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 surrender of the certificates which, 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 Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3.
Appears in 1 contract
Payment for Shares. At or prior to the Effective Time, purchaser Purchaser shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company'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 a letter of transmittal and instructions for use in effecting the 100 surrender of the certificates certificates, which, 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 Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) twenty days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hallwood Energy Corp)
Payment for Shares. At or prior to the Effective Time, purchaser shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company'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 surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificatesCertificates (or affidavits of loss in lieu thereof as provided in Section 2.7(e)) or Book-Entry Shares, together with with, in the case of Certificates, such letter of transmittal, duly completed and validly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check or in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other customary documents as may reasonably be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Paying Agent shall be required to deliver to each such holder, the amount to which such persons are entitled, in cash (after giving effect to any required tax withholdingswithholding taxes as provided in Section 2.7(g) that such holder has the right to receive pursuant to Section 2.6(a)). No interest will be paid or will accrue accrued on the any amount payable upon the surrender in respect of any such certificateCertificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a person Person other than the registered holder Person in whose name a surrendered Certificate or, in the case of the certificate surrendereda Book-Entry Share, a surrendered Share is registered, it shall will be a condition of such payment that the certificate Certificate or, in the case of a Book-Entry Share, the Share so surrendered shall be endorsed properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay any has paid all transfer or and other taxes similar Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the certificate Certificate or, in the case of a Book-Entry Share, the Share surrendered or establish and has established to the reasonable satisfaction of the Surviving Corporation or the Paying Agent that such tax has Taxes have been paid or is are not applicable. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall required to 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3paid.
Appears in 1 contract
Payment for Shares. At or prior to the Effective Time, purchaser shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company'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 surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender delivery to the Paying Agent of such certificatesletter of transmittal by any Record Holder of Shares (other than Excluded Shares), duly completed and signed in accordance with its instructions, together with such letter other documents as may be reasonably required by the Paying Agent pursuant to such instructions and surrender of transmittalthe Certificate that immediately prior to the Effective Time represented such Shares (or affidavit of loss in lieu thereof as provided in Section 2.7(e), duly executed or, if such Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such Shares on a book-entry account statement), such Record Holder shall be entitled to receive from the Exchange Fund, and completed the Paying Agent shall pay within two (2) Business Days, a cash amount in accordance with immediately available funds equal to the instructions theretonumber of such Shares multiplied by the Per Share Merger Consideration, and, if applicable, the Surviving Corporation Certificate so surrendered shall promptly cause to forthwith be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingscancelled. No interest will be paid or will accrue accrued on the any amount payable as provided above. Risk of loss of, and title to, any Certificate will pass only upon proper delivery as provided above. In the surrender event of any such certificate. If a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment is to be delivered upon compliance with the procedures described above may be made to a person other than the registered holder transferee if the applicable letter of transmittal and the certificate surrendered, it shall be a condition of Certificate representing 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 Shares is presented 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 and is not applicable. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall be entitled to cause accompanied by all documents reasonably required by the Paying Agent to deliver evidence and effect such transfer and to it evidence that any funds (including any interest received with respect thereto) made available to the Paying Agent which applicable stock transfer Taxes have been paid or are 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 only as general creditors thereof applicable. The Per Share Merger Consideration paid with respect to any Share in accordance with the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto terms hereof shall be liable deemed to any holder have been paid in full satisfaction of certificates formerly representing Shares for any amount paid all rights pertaining 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 the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3Share.
Appears in 1 contract
Payment for Shares. At or prior to the Effective Time, purchaser Purchaser shall make ------------------ available or cause to be made available to the paying agent appointed by Purchaser with the Company'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 surrender of the certificates which, 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 Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingswith- holdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, 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 certificates certifi- xxxxx formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3formerly
Appears in 1 contract
Payment for Shares. At or prior As soon as practicable after the date hereof (but in no event more than ten (10) days after the date hereof), the Company, Parent and the Sellers Representative shall provide any required “know your customer” information to the Effective Time, purchaser shall make available or cause to be made available to Paying Agent and enter into the paying agent appointed by Purchaser Paying Agent Agreement with the Company's prior approval (the "Paying Agent". Within five (5) amounts sufficient in Business Days after the aggregate to provide all funds necessary for execution of the Paying Agent Agreement, the Company shall cause 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 mail to each person who was, at the Effective Time, a holder of record Stockholder (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 surrender form attached hereto as Exhibit A (the “Letter of Transmittal”) (which shall specify that delivery of the certificates whichconsideration payable in respect of the Shares shall be effected, immediately prior and risk of loss and title to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender shall pass, only upon proper delivery to the Paying Agent of such certificates, together with such letter of transmittal, duly 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 theretoprovided 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 Surviving Corporation 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 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 promptly cause 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 paid Excluded Shares and shall be surrendered upon delivery to the persons 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 thereto a check 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 which the product of (A) the number of such persons are entitled, after giving effect 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 any required tax withholdingseach such Share. No interest will be paid or will accrue accrued on the any amount payable upon as Per Share Closing Merger Consideration or Additional Per Share Merger Consideration. Until surrendered in accordance with the surrender 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 certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective TimeAdditional Per Share Merger Consideration, the Surviving Corporation shall be entitled to cause require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent which have and not been disbursed to holders of certificates formerly representing Shares outstanding on (including all interest and income received by the Effective TimePaying Agent in respect of all funds made available to it), and thereafter thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar Laws) only as general creditors thereof with respect to the cash Per Share Closing Merger Consideration and Additional Per Share Merger Consideration that may be payable upon due surrender delivery to the Surviving Corporation of their certificatesa properly executed and completed Letter of Transmittal for Shares owned by such holders. Notwithstanding anything to the foregoingcontrary contained herein, neither the Paying Agent nor any party hereto no Party or other Person shall be liable to any former holder of certificates formerly representing Shares for any amount paid properly delivered 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 the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PRA Health Sciences, Inc.)
Payment for Shares. At or prior Upon delivery to the Effective Time, purchaser shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company'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 a Letter of Transmittal by any Record Holder of Shares issued represented by Certificates (other than the Dissenting Shares or the Excluded Shares), duly completed and outstanding signed in accordance with its instructions, and surrender of the Certificates (or affidavits of loss in lieu thereof) that immediately prior to the Effective TimeTime represented such Shares (or affidavits of loss in lieu thereof), such Record Holder shall be entitled to receive the Merger Consideration in respect of such Shares, and the Certificate so surrendered shall forthwith be canceled. Promptly Notwithstanding anything to 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 (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 Surviving Corporation Merger Consideration in respect of each Book-Entry Share of such holder, and such Book Entry Shares shall cause forthwith be canceled. 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 mailed delivered upon compliance with the procedures described above, may be issued to each person who was, at the Effective Time, a holder of record (other than holders of Excluded Shares) of issued transferee if the Paying Agent receives documents reasonably required to evidence and outstanding Shares a form (mutually agreed effect such transfer and to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting 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 the certificates which, immediately prior to the Effective Time, represented any Certificates or in respect of such Book Entry 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 Surviving Corporation terms hereof shall promptly cause be deemed to be have been paid in full satisfaction of all rights pertaining to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingsapplicable Shares. No interest will be paid or will accrue accrued on the any amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3provided above.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Rectifier Corp /De/)
Payment for Shares. At or prior to the Effective Time, purchaser RBC Centura shall make available or cause to be made available to such bank as the Acquiror shall appoint (and shall be reasonably acceptable to the Company), as paying agent appointed by Purchaser with the Company'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 of Consideration to holders of Shares issued and 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 be mailed mail to each person who was, at the Effective Time, a holder of record (other than holders of Excluded Shares) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser the Acquiror and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares 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 Surviving Corporation shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount of the Consideration to which such persons are person is entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the any amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest or other amounts received with respect thereto) made available to the Paying Agent which that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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 shares of Company Common Stock 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 the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eagle Bancshares Inc)
Payment for Shares. At or prior to the Effective Time, purchaser shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company's prior approval (the "Paying Agent"a) 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 As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause instruct Mellon Investor Services (the “Paying Agent”) to be mailed mail to each person who was, at the Effective Time, a holder of record (other than holders the Company or any of Excluded Sharesits Subsidiaries or Terrapin or any of its affiliated entities) of issued and a certificate or certificates that, immediately prior to the Effective Time, evidenced outstanding Shares (the “Certificates”), (i) a form (mutually agreed to by Purchaser and the Company) 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 the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares Certificates in exchange for payment thereforthe Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent of such certificates, together with such letter of transmittal, duly executed executed, and completed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the Surviving Corporation holder of such Certificate shall promptly cause be entitled to be paid receive in exchange therefor cash in an amount equal to the persons entitled thereto a check in product of (x) the amount to which number of Shares formerly represented by such persons are entitledCertificate and (y) the Merger Consideration, after giving effect to any required tax withholdingsand the Certificate so surrendered shall forthwith be cancelled. No interest will shall be paid or will accrue accrued on the amount any cash payable upon the surrender of any such certificateCertificate. If payment is to be made to a person Person other than the registered holder of Person in whose name the certificate surrenderedsurrendered Certificate is registered, it shall be a condition of such payment that the certificate Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of the certificate surrendered Certificate or establish established to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has taxes have been paid or is are not applicable. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oao Technology Solutions Inc)
Payment for Shares. At or prior to the Effective Time, purchaser the Acquiror shall make available or cause to be made available to such bank as the Acquiror shall appoint (and shall be reasonably acceptable to the Company), as paying agent appointed by Purchaser with the Company's prior approval (the "“Paying Agent") ”), amounts in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof of Consideration to holders of Shares issued and 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 be mailed mail to each person who was, at the Effective Time, a holder of record (other than holders of Excluded Shares) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares 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 Surviving Corporation shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount of the Consideration to which such persons are person is entitled, after giving effect to any required tax Tax withholdings. No interest will be paid or will accrue on the any amount payable upon the surrender of any such certificate. If payment is to be 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 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. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest or other amounts received with respect thereto) made available to the Paying Agent which that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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 shares of Company Common Stock for any amount properly 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 the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3laws.
Appears in 1 contract
Payment for Shares. At or prior 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 Effective TimeOffer) when, purchaser shall make available as and if it gives oral or cause to be made available written notice to the paying agent appointed by Purchaser with the Company'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 Depositary 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 surrender of the certificates which, immediately prior to the Effective Time, represented any its acceptance 9 of such Shares in exchange for payment thereforpursuant 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 surrender the terms and subject to the Paying Agent conditions of such certificatesthe Offer, together with such letter of transmittal, duly executed and completed in accordance 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 instructions theretoDepositary, which will make payment to shareholders promptly as directed by the Surviving Corporation shall promptly cause to Fund. The Fund will not pay interest on the purchase price under any circumstances. Shares purchased in the Offer will be paid retired. In all cases, payment for Shares purchased pursuant to the persons entitled thereto Offer will be made only after timely receipt by the Depositary of: (a) a check Letter of Transmittal properly completed and bearing original signature(s) and any required signature guarantee(s), (b) such Shares (in proper certificated or uncertificated form) and (c) any other documents required by the Letter of Transmittal. Shareholders may be charged a fee by a broker, dealer or other institution for processing the tender requested. Certificates representing Shares tendered but not purchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the tendering shareholder. The Fund will pay any transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, tendered Shares are registered in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender name of any such certificate. If payment is to be made to a person other than the person signing the Letter of Transmittal, the amount of any such transfer taxes (whether imposed on the registered holder owner or such other person) payable on account of the certificate surrendered, it shall be a condition transfer to such person of such payment that Shares will be deducted from 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 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 Offer under certain conditions. See Section 4. Any tendering shareholder or other payee who has not previously submitted a person other than correct, completed and signed Form W-8BEN, Form W-8ECI or Form W-9, as necessary, and who fails to 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 establish other payee pursuant to the satisfaction Offer. See Section 14 regarding this tax as well as possible withholding at the rate of the Surviving Corporation 30% (or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty (180lower applicable treaty rate) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled gross proceeds payable to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3tendering non-U.S. shareholders.
Appears in 1 contract
Samples: Chile Fund Inc
Payment for Shares. At or prior Prior to the Effective Time, purchaser Buyer shall make available or cause to be made available to the paying agent appointed by Purchaser with authorize the Company's prior approval transfer agent 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 act as Paying Agent hereunder (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 As soon as practicable after the Effective Time, the Surviving Corporation Paying Agent shall cause to be mailed mail to each person who wasrecord holder, at as of the Effective Time, a holder of record an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (other than holders of Excluded Sharesthe "Certificates") of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) 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 effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange Certificates for payment therefor. Upon Each holder of a Certificate or Certificates shall be entitled to receive, upon surrender to the Paying Agent of such certificatesthe Certificate or Certificates for cancellation, together with such letter of transmittaltransmittal duly executed, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect subject to any required tax withholdingsbackup 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 available to the Paying Agent sufficient funds to make all payments pursuant to the preceding sentence. Until surrendered to the Paying Agent, each Certificate (other than Dissenting Shares, Shares held in the treasury of the Company and Shares owned by Vajna and Valdina) shall be deemed for all corporate purposes to evidence only the right to receive upon such surrender the aggregate amount 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 will shall accrue or be paid or will accrue on the amount cash payable upon the surrender of any such certificatethe Certificate or Certificates. If payment is to be made to a person other than the registered holder of person in whose name the certificate surrenderedCertificate surrendered is registered, it shall be a condition of such payment that the certificate 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 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. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) Any cash delivered or made available to the Paying Agent which have pursuant to this Section 2.2 and not been disbursed to holders of certificates formerly exchanged for Certificates representing Shares outstanding on within six months after the Effective Time, and thereafter such holders Time pursuant to this Section 2.2 shall be entitled to look returned by the Paying Agent to the Surviving Corporation only Corporation, which shall thereafter act as general creditors thereof with respect Paying Agent subject to the cash payable upon due surrender rights of their certificatesholders of unsurrendered Certificates representing Shares under this Article II. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any a holder of certificates formerly representing Shares for any amount paid cash delivered to a public official pursuant to any applicable abandoned propertyproperty laws, or for any interest thereon. If Certificates are not surrendered prior to four years after the Effective Time (or, in any particular case, prior to such earlier date on which the consideration payable in respect of such Shares would otherwise escheat to or similar become the property of any governmental unit or agency), any consideration payable in respect of such Certificate shall, to the extent permitted by applicable law. The Surviving Corporation shall pay all charges and expenses, including those become the property of the Paying AgentSurviving Corporation, in connection with the exchange free and clear of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3all claims of interest of any person previously entitled thereto.
Appears in 1 contract
Payment for Shares. At or prior to the Effective Time, purchaser the Purchaser shall make available or cause to be made available to the paying agent appointed by the Purchaser with the Company'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(a3.1(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, the Surviving Corporation Paying Agent 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 (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 surrender of the certificates which, 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 Surviving Corporation Paying Agent shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingswithholdings and the escrow described in Article VIII. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate, except to the extent provided in the Escrow Agreement as defined in Article VIII. If payment is to be 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. One hundred and eighty (180) days year following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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. 5.3In the event any certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to Section 3.1; provided, however that the Purchaser may, in its discretion and as a condition precedent to the issuance and delivery thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Purchaser or the Paying Agent with respect to the certificates alleged to have been lost, stolen or destroyed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Central Parking Corp)
Payment for Shares. At or prior to the Effective Time, purchaser the Acquiror shall make available or cause to be made available to such bank as it shall appoint (which bank shall be reasonably acceptable to the Company), as paying agent appointed by Purchaser with the Company'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 of Consideration to holders of Shares issued and all shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly Reasonably promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to be mailed mail to each person who was, at the Effective Time, a holder of record (other than holders of Excluded Shares) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares 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 Surviving Corporation shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount of the Consideration to which such persons are person is entitled, after giving effect to any required tax Tax withholdings. No interest will be paid or will accrue on the any amount payable upon the surrender of any such certificate. If payment is to be 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 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. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest or other amounts received with respect thereto) made available to the Paying Agent which that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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 shares of Company Common Stock 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 the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3laws.
Appears in 1 contract
Payment for Shares. At or prior (a) Prior to the Effective Time, purchaser Purchaser shall make available appoint a bank or cause trust company located in the City of New York having assets equal to be made available or greater than $500,000,000 to the act as paying agent appointed by Purchaser with the Company's prior approval (the "Paying Agent") for the payment of the Merger Consideration, and shall deposit or shall cause to be deposited with the Paying Agent in a separate fund established for the benefit of the holders of Shares, for payment in accordance with this Article II, through the Paying Agent (the "Payment Fund"), immediately available funds in amounts sufficient necessary to make the payments pursuant to Section 2.5(a) and this Section 2.6 to holders (other than the Company or any Subsidiary of the Company or Parent, Purchaser or any other subsidiary of Parent, or holders of Dissenting Shares) or shall enter into such other agreement or arrangement with respect to such payments as may be satisfactory to the Company. The Paying Agent shall, pursuant to irrevocable instructions, pay the Merger Consideration out of the Payment Fund. From time to time at or after the Effective Time, Parent shall take all lawful action necessary to make the appropriate cash payments, if any, to holders of Dissenting Shares. The Paying Agent shall invest portions of the Payment Fund as Parent directs in obligations of or guaranteed by the aggregate United States of America, in commercial paper obligations receiving the highest investment grade rating from both Xxxxx'x Investors Services, Inc. and Standard & Poor's Corporation, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1,000,000,000 (collectively, "Permitted Investments"); PROVIDED, HOWEVER, that the maturities of Permitted Investments shall be such as to provide all funds necessary for permit the Paying Agent to make payments pursuant prompt payment to Section 5.1(a) hereof to former holders of Shares issued and outstanding immediately prior entitled thereto as contemplated by this Section. Parent shall cause the Payment Fund to be promptly replenished to the Effective Timeextent of any losses incurred as a result of Permitted Investments. Promptly after the Effective Time, the Surviving Corporation All earnings on Permitted Investments 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 surrender of the certificates which, 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 Surviving Corporation shall promptly cause to be paid to Parent. If for any reason (including losses) the persons entitled thereto a check in Payment Fund is inadequate to pay the amount amounts to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender holders of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation Shares shall be entitled to cause the Paying Agent to deliver to it under this Section 2.6, Parent shall in any funds (including 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 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 event be liable to any holder of certificates formerly representing Shares for payment thereof. The Payment Fund shall not be used 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 the Paying Agent, purpose except as expressly provided in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aegis Acquisition Corp)
Payment for Shares. (a) At or prior to the Effective Time, purchaser shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company'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 following the Effective Time, the Surviving Corporation shall cause to be mailed provide to each person who washolder of record of a certificate or certificates that, at immediately prior to the Effective Time, a holder of record (other than holders of Excluded Shares) of issued and evidenced outstanding Shares (the “Certificates”) and whose Shares were converted into the right to receive the consideration described in Section 2.7(a), (i) a form (mutually agreed to by Purchaser and the Company) 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 Surviving Corporation and shall be in such form and have such other provisions as the Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares Certificates in exchange for payment therefor. Upon surrender of a Certificate for cancellation to the Paying Agent of such certificatesSurviving Corporation, together with such letter of transmittal, transmittal duly executed and completed in accordance with the instructions theretoexecuted, the Surviving Corporation holder of such Certificate shall be entitled to receive in exchange therefor (as promptly cause as practicable and, if at the Closing, by wire transfer at the Closing), an amount in cash equal to (A) the Closing Per Share Merger Consideration multiplied by (B) the number of Shares formerly represented by such Certificate, without interest, and such Certificate shall, upon such surrender, be paid cancelled. Each such holder shall also be entitled to any amounts that may be payable in respect of the Shares formerly represented by such Certificate pursuant to Sections 2.11, 2.12 and 7.7(b), if any, as provided in this Agreement, at the respective times and subject to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificatecontingencies specified herein and therein. If payment in respect of any Certificate is to be made to a person Person other than the registered holder of the certificate surrenderedPerson in whose name such Certificate is registered, it shall be a condition of such payment that the certificate Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer transfer, that the signatures on such Certificate or any related stock power shall be properly guaranteed and that the person Person requesting such payment shall pay have established to the satisfaction of the Acquiror that any transfer or and other taxes Taxes required by reason of the such payment to a person 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 Certificate have been paid or is are not applicable. One hundred and eighty Until surrendered in accordance with the provisions of this Section 2.8, any Certificate (180other than Certificates representing Cancelled Shares) days following shall be deemed, at any time after the Effective Time, to represent only the Surviving Corporation shall be entitled right to cause receive the Paying Agent to deliver to it any funds (including any interest received portion of the Merger Consideration payable 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 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3cash, without interest, as contemplated herein.
Appears in 1 contract
Payment for Shares. At or prior to the Effective Time, purchaser shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company'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 surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender delivery to the Paying Agent of such certificatesletter of transmittal by any Record Holder of Shares (other than Excluded Shares), duly completed and signed in accordance with its instructions, together with such letter other documents as may be reasonably required by the Paying Agent pursuant to such instructions and surrender of transmittalthe Certificate that immediately prior to the Effective Time represented such Shares (or affidavit of loss in lieu thereof as provided in Section 2.7(e), duly executed or, if such Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such Shares on a book-entry account statement), such Record Holder shall be entitled to receive from the Exchange Fund, and completed the Paying Agent shall pay, a cash amount in accordance with immediately available funds equal to the instructions theretonumber of such Shares multiplied by the Per Share Merger Consideration, and, if applicable, the Surviving Corporation Certificate so surrendered shall promptly cause to forthwith be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingscancelled. No interest will be paid or will accrue accrued on the any amount payable as provided above. Risk of loss of and title to any Certificate will pass only upon proper delivery as provided above. In the surrender event of any such certificate. If a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment is to be delivered upon compliance with the procedures described above may be made to a person other than the registered holder transferee if the applicable letter of transmittal and the certificate surrendered, it shall be a condition of Certificate representing 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 Shares is not applicable. One hundred and eighty (180) days following the Effective Time, 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 presented to the Paying Agent which and is accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are 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 only as general creditors thereof applicable. The Per Share Merger Consideration paid with respect to any Share in accordance with the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto terms hereof shall be liable deemed to any holder have been paid in full satisfaction of certificates formerly representing Shares for any amount paid all rights pertaining 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 the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3Share.
Appears in 1 contract
Payment for Shares. At This ------------------------------------------------------ Warrant may be exercised by the Holder, in whole or in part, at any time and from time to time on or after March 25, 2001, and prior to 5:00 p.m. (Central Time) on the Effective TimeExpiration Date, purchaser shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company'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 surrender of this Warrant (properly endorsed if required), and payment by the certificates which, immediately prior Holder to the Effective Time, represented any Company of the Purchase Price for each share of Common Stock purchased with respect to such Shares in exchange for payment thereforexercise by wire transfer or certified or cashiers check. Upon such surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the instructions theretopayment, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation Holder shall be entitled to cause receive a certificate or certificates representing the Paying Agent to deliver to it any funds (including any interest received with respect theretoshares of Common Stock so purchased, which certificate(s) made available to the Paying Agent which may contain a standard legend indicating that such shares have not been disbursed registered under the Securities Act and prohibiting resale thereof without registration or an opinion of counsel that an exemption from registration is available. The Company agrees that the shares so purchased shall be deemed to holders be issued to the Holder as the record owner of certificates formerly representing Shares outstanding such shares as of the close of business on the Effective Timedate on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. Subject to the Company's Amended and Restated Articles of Incorporation, and thereafter such holders certificates for the shares of Common Stock so purchased shall be entitled to look delivered to the Surviving Corporation only as general creditors thereof with respect Holder within a reasonable time, not exceeding ten days, after the rights represented by this Warrant shall have been so exercised. If the rights of the Holder of this Warrant are exercised in part, the number of shares of Common Stock which thereafter may be purchased pursuant to the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto this Warrant shall be liable reduced accordingly and the Company shall reissue a Warrant or Warrants of like tenor representing in the aggregate the right to any holder purchase the number 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, including those shares of the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3Common Stock as so reduced.
Appears in 1 contract
Samples: Female Health Co
Payment for Shares. At or prior to the Effective Time, purchaser Purchaser shall make available or cause to be ------------------ made available to the paying agent appointed by Purchaser with the Company'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 Purchaser shall cause instruct the Paying Agent to be mailed mail to each person who was, at the Effective Time, a holder of record (other than holders any of Excluded Sharesthe 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 surrender of the certificates which, 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 Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3.
Appears in 1 contract
Payment for Shares. At or prior purchased pursuant to the Effective TimeOffer will in all cases be made only after timely receipt by the Depositary of (a) 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), purchaser shall 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 available a good faith effort to comply with such statute or cause seek to have such statute declared inapplicable to the Offer. If, after such good faith effort, Purchaser cannot comply with such state statute, the Offer 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 available to the paying agent appointed by Purchaser with the Company'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 Timea licensed broker or dealer, the Surviving Corporation Offer 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 surrender of the certificates which, 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 Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is deemed to be made to a person other than on behalf of Purchaser by registered brokers or dealers licensed under the registered holder of the certificate surrendered, it shall be a condition laws 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 jurisdiction. Instructions with Respect to the satisfaction Offer to Purchase for Cash All Outstanding Shares of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicableCommon Stock of LIQUENT, INC. One hundred and eighty (180at $2.27 NET PER SHARE by FLUID ACQUISITION CORP. a wholly owned subsidiary of INFORMATION HOLDINGS INC. The undersigned acknowledge(s) days following the Effective Timereceipt of your letter, the Surviving Corporation shall be entitled enclosed Offer to cause Purchase, dated November 19, 2001 and the Paying Agent related Letter of Transmittal (which, as amended or supplemented from time to deliver to it any funds (including any interest received with respect thereto) made available to time, collectively constitute 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 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. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent"Offer"), in connection with the exchange offer by Fluid Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of cash Information Holdings Inc., a Delaware corporation ("Parent"), to purchase all of the outstanding shares of Common Stock, par value $.001 per share (the "Shares"), of Liquent, Inc., a Delaware corporation, at $2.27 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer. This will instruct you to tender to Purchaser the number of Shares indicated below (or if no number is indicated below, all Shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. -------------------------------------------------------------------------------- Number of Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3to be Tendered: ________________________________ Shares* ________________________________________________________________________________ Sign Below
Appears in 1 contract
Samples: Information Holdings Inc
Payment for Shares. At or prior to the Effective Time, purchaser Parent shall make available or cause to be made available as and when needed to the paying agent appointed by Purchaser with Parent, which paying agent shall be reasonably acceptable to the Company's prior approval 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 cause instruct the Paying Agent to be mailed mail to each person who was, at the Effective Time, a holder of record (other than holders any of Excluded Sharesthe Parent 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 surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificatesa certificate, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) 180 days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. The Surviving Corporation shall pay all charges and expenses, including those expenses of the Paying Agent, Agent in connection with the exchange of cash for Shares and Purchaser Parent shall reimburse the Surviving Corporation for such charges and expenses. 5.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Koninklijke Philips Electronics Nv)
Payment for Shares. At or prior to As of the Effective Time, purchaser the Acquiror shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company's prior approval 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 5.1(a2.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation Acquiror shall cause to be mailed to each person who was, at immediately prior to 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 surrender of the certificates which, 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 Surviving Corporation Acquiror shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. If all required documentation is received by the Paying Agent within sixty days after the Effective Time, the Acquiror shall direct the Paying Agent to 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 within sixty days after the Effective Time, the Acquiror shall direct the Paying Agent to make payment of the Merger Consideration with respect to the Shares so surrendered with reasonable promptness after receipt of all required documentation in proper form. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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 Acquiror or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation Acquiror 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 certificates formerly representing Shares that were outstanding on immediately prior to the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. The Surviving Corporation In the event any certificate shall pay all charges and expenseshave been lost, including those stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by the Paying Agent, the posting by such person of a bond in connection such amount as the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Republic New York Corp)
Payment for Shares. At or prior to the Effective Time, purchaser Praxair shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company's prior approval 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 Person who was, at the Effective Time, a holder of record (other than holders any of Excluded Sharesthe 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 surrender of the certificates which, 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 Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a person 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 Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3Surviving
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cbi Industries Inc /De/)
Payment for Shares. At or prior Prior to the Effective Time, purchaser Buyer or Xxxxxx shall make available designate bank or cause to be made available trust company reasonably acceptable to the paying agent appointed by Purchaser Company, to act as Paying Agent in connection with the Company's prior approval Merger (the "Paying Agent") amounts sufficient in and to receive and disburse the aggregate Merger Consideration to which holders of Shares become entitled pursuant to Section 2.1. At the Effective Time, Buyer or Xxxxxx will provide all funds necessary for the Paying Agent with sufficient cash to make payments pursuant allow the Merger Consideration to Section 5.1(a) hereof be paid by the Paying Agent for each Share then entitled to holders of Shares issued and outstanding immediately prior to receive the Effective TimeMerger 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 holders of Excluded SharesDissenting Shareholders) of issued and outstanding Shares a form (mutually agreed to by Purchaser Buyer and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, 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 Surviving Corporation shall promptly cause the Paying Agent to be paid pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash the Merger Consideration for Shares. In the event any certificate representing Shares and Purchaser shall reimburse 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, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 2; provided, however, the 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 the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Promptly following the first anniversary of the Effective Time, the Paying Agent shall deliver to the Surviving Corporation 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 charges certificate to the Surviving Corporation (subject to applicable abandoned property, escheat and expenses. 5.3similar laws) and receive in exchange therefor the Merger Consideration in respect thereof, without interest thereon.
Appears in 1 contract
Payment for Shares. At or prior to the Effective Time, purchaser shall make available or cause to be made available to the paying agent appointed Upon delivery of such letter of transmittal by Purchaser with the Company'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 any Record Holder of Shares issued (other than Excluded Shares), duly completed and outstanding signed in accordance with its instructions, and surrender of the Certificate (if any) that immediately prior to the Effective Time. Promptly after the Effective TimeTime represented such Shares (or affidavit of loss in lieu thereof as provided in Section 4.2(e)), the Surviving Corporation such Record Holder shall cause be entitled to be mailed to each person who was, at the Effective Time, receive 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 surrender of the certificates which, immediately prior cash amount equal to the Effective Time, represented any number of such Shares in exchange for payment therefor. Upon surrender to multiplied by the Paying Agent of such certificatesPer Share Merger Consideration, together with such letter of transmittaland, duly executed and completed in accordance with the instructions theretoif applicable, the Surviving Corporation Certificate so surrendered shall promptly cause to forthwith be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingscancelled. No interest will be paid or will accrue accrued on the any amount payable as provided above. Risk of loss of and title to any Certificate will pass only upon proper delivery as provided above. In the surrender 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 applicable letter of transmittal is accompanied by all documents reasonably required to evidence and effect such certificatetransfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. If payment of the Per Share Merger Consideration is to be made to a person Person other than the registered holder of Person in whose name the certificate surrenderedsurrendered Certificate is registered, it shall be a condition of such payment that (x) the certificate Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and that (y) the person Person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the payment of the Per Share Merger Consideration to a person Person other than the registered holder of the certificate such Certificate surrendered or establish and shall have established to the reasonable satisfaction of the Surviving Corporation or the Paying Agent that such tax either has been paid or is not applicable or shall have otherwise established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dyncorp International Inc.)
Payment for Shares. At or (a) As soon as reasonably practicable after the date hereof but in no event later than the earlier of (i) 30 days after the date hereof and (ii) five days prior to the Effective TimeClosing Date, purchaser Parent shall make available or cause mail by overnight courier to each record holder of an outstanding Certificate(s), whose shares of Company Common Stock are to be made available to the paying agent appointed by Purchaser with the Company's prior approval (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments converted pursuant to Section 5.1(a3.8(d) hereof into the right to holders of Shares issued and outstanding immediately prior to receive 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, Merger Consideration (i) 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 (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(s) shall pass, only upon proper delivery of the Certificate(s) to 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 effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares Certificates in exchange for payment thereforof the Merger Consideration (together, the “Transmittal Documents”). Upon surrender of a Certificate(s) for cancellation to the Paying Agent of Parent or to such certificatesother agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal and any other required documents, duly executed and completed in accordance with the instructions theretoexecuted, the Surviving Corporation holder of such Certificate(s) shall promptly cause be entitled to receive in exchange therefor as of the Effective Time the Merger Consideration in respect of all shares of Company Common Stock formerly represented by such surrendered Certificate(s), without any interest thereon, pursuant to Section 3.8(d). The Certificate(s) so surrendered shall forthwith be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificatecanceled. If payment of the Merger Consideration is to be made to a person Person other than the Person in whose name the surrendered Certificate(s) is registered, it shall be a condition of payment that the Certificate(s) so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed and that the Person requesting such payment shall have established to the satisfaction of Parent that any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so Certificate(s) 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 have been paid or is are not applicable. One hundred Until surrendered in accordance with the provisions of and eighty as contemplated by this Section 3.11, any Certificate(s) (180other than Certificate(s) days following 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 Surviving Corporation 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 be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available pay to the Paying Agent which have not been disbursed holder of such Certificate(s) in exchange therefor cash in an amount equal to holders the Merger Consideration (other than Certificate(s) representing shares of certificates formerly representing Shares outstanding 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 Effective TimeBusiness Day preceding the Closing Date, and thereafter or (ii) the second Business Day after such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoingdelivery, 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. 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 Purchaser shall reimburse the Surviving Corporation for if such charges and expenses. 5.3delivery is made after such time.
Appears in 1 contract
Payment for Shares. (a) At or prior to the Effective Time, purchaser Purchaser shall make available or cause to be made available to the deposit in trust with such paying agent as may be appointed by Purchaser the Company with the CompanyPurchaser's prior approval (the "Paying AgentPAYING 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 Section SECTIONS 5.1(a), (b) AND (d) hereof to holders of Shares issued and outstanding immediately prior to the Effective Time. Promptly after Prior to the Effective Time, the Surviving Corporation Company shall cause the Paying Agent to be mailed deliver to each person (other than any of the Purchaser, Merger Sub or their respective affiliates) who waswas or will be, at immediately prior to 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 the Company and the CompanyPurchaser) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, 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 Surviving Corporation Purchaser shall promptly cause to be paid by the Paying Agent to the persons entitled thereto a by wire transfer of immediately available funds or check in (as the Paying Agent shall be instructed by the person surrendering such certificates) the amount of the Applicable Cash Merger 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 which such persons are entitledcertificates surrendered, after giving effect and letters of transmittal duly executed and completed, at the Effective Time, and as soon as practicable thereafter with respect to any required tax withholdingscertificates surrendered and letters of transmittal duly executed and completed on a later date. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) or Certificates made available to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on at the Effective Time, Time and thereafter such holders shall be entitled to look to the Surviving Corporation 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. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash Shares for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3cash.
Appears in 1 contract
Samples: Stock Purchase Agreement (Leiner Health Products Inc)
Payment for Shares. At or prior to the Effective Time, purchaser RBC Centura shall make available or cause to be made available to such bank as the Acquiror shall appoint (and shall be reasonably acceptable to the Company), as paying agent appointed by Purchaser with the Company's prior approval (the "Paying AgentPAYING AGENT") ), amounts in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof of Consideration to holders of Shares issued and 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 be mailed mail to each person who was, at the Effective Time, a holder of record (other than holders of Excluded Shares) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser the Acquiror and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares 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 Surviving Corporation shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount of the Consideration to which such persons are person is entitled, 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 sufficient notice of its account information. No interest will be paid or will accrue on the any amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest or other amounts received with respect thereto) made available to the Paying Agent which that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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 shares of Company Common Stock 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 the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Admiralty Bancorp Inc)
Payment for Shares. At or prior to the Effective Time, purchaser 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 appointed by Purchaser with prior to the Company's prior approval 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 cause instruct the Paying Agent to be mailed mail to each person who was, at the Effective Time, a holder of record (other than holders any of Excluded Sharesthe Parent Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions in customary form for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificatesa certificate, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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 and the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty (180) 180 days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3disbursed
Appears in 1 contract
Samples: Agreement and Plan of Merger (Koninklijke Philips Electronics Nv)
Payment for Shares. At or prior to the Effective Time, purchaser 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 appointed by Purchaser with prior to the Company's prior approval consummation of the Offer, which paying agent shall be reasonably acceptable to the Company (the "Paying AgentPAYING 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 instruct the Paying Agent to be mailed mail to each person who was, at the Effective Time, a holder of record (other than holders any of Excluded Sharesthe Parent Companies) of issued and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions in customary form for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificatesa certificate, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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 and the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty (180) 180 days following the Effective Time, 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 certificates formerly representing Shares outstanding on immediately prior to the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. The Surviving Corporation shall pay all charges and expenses, including those expenses of the Paying Agent, Agent in connection with the exchange of cash for Shares and Purchaser Parent shall reimburse the Surviving Corporation for such charges and expenses. 5.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Philips Electronics N V)
Payment for Shares. At or prior to the Effective Time, purchaser Praxair shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company's prior approval 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 Person who was, at the Effective Time, a holder of record (other than holders any of Excluded Sharesthe 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 surrender of the certificates which, 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 Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a person 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 Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. The Surviving 11 Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Purchaser Praxair shall reimburse the Surviving Corporation for such charges and expenses. 5.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cbi Industries Inc /De/)
Payment for Shares. At or Closing, immediately prior to the Effective Timefiling of the Certificate of Merger with the Delaware Secretary of State, purchaser Purchaser shall make available or cause to be made available to the paying agent Paying Agent appointed by Purchaser with the Company's prior written approval (the "Paying Agent") amounts which, together with the Deposit and any earnings thereon, will be sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(aSections 3.1(a) and 3.1(c) hereof to holders of Shares issued and outstanding immediately prior to the Effective TimeTime and to persons entitled to receive Option Amounts, as the case may be. 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 any of Excluded Sharesthe Purchaser Companies) of issued and outstanding Shares a form (mutually agreed to in writing by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, 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 Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any withholdings required tax withholdingsunder Section 3406 of the Code. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective TimeTime or to persons entitled to receive Option Amounts, as applicable, and thereafter such holders and persons shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificatescertificates or Options. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares or to persons entitled to receive Option Amounts, as applicable, 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 the Paying Agent, in connection with the exchange of cash for Shares and Options and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3Except as provided above, Purchaser shall pay or cause to be paid or reimbursed any transfer or other similar tax or governmental charge (including any stock transfer, sales, real property transfer or real property gains tax) imposed in connection with, or as a result of the Merger, or the transfer of Shares or payment of Option Amounts pursuant thereto, including any such tax or governmental charge that is imposed on a shareholder of the Company; provided, however, that Purchaser shall not be required to pay or cause to be paid or reimbursed any capital gains or other income or similar tax imposed on any recipient of the Merger Consideration.
Appears in 1 contract
Payment for Shares. At or prior to the Effective Time, purchaser Parent shall make available or cause to be made available to a bank appointed by Parent (which shall be reasonably acceptable to the Company), as paying agent appointed by Purchaser with the Company's prior approval (the "Paying AgentPAYING 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 of Merger Consideration to holders of Shares issued and shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each person who was, at the Effective Time, a holder of record (other than holders of Excluded Shares) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions (which shall be mutually agreed to by Parent and the Company) for use in effecting the surrender in exchange for payment of the certificates whichthat, immediately prior to the Effective Time, represented any of such Shares in exchange for payment thereforshares. 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 Surviving Corporation Parent shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount to which such persons are person is entitled, after giving effect to any required United States federal, state or local tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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 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 the Surviving Corporation Parent or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation Parent 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 that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on at the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation Parent 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 shares of Company Common Stock for any amount paid to a Governmental Authority or public official pursuant to any applicable abandoned property, escheat or similar law. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tucker Anthony Sutro)
Payment for Shares. At or prior to Immediately after the Effective Time, purchaser the Parent shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company's prior approval Parent that is 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(a2.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective TimeShares. Promptly after At the Effective Time, the Surviving Corporation Parent shall cause instruct the Paying Agent to be mailed 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 (other than holders of Excluded Shares) of issued and outstanding Shares a form (mutually agreed to by Purchaser Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, 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 Surviving Corporation Parent shall promptly cause instruct the Paying Agent to be paid promptly, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation Parent 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation Parent only as general creditors thereof with respect to the cash Merger Consideration 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3Law.
Appears in 1 contract
Payment for Shares. At or (a) As soon as reasonably practicable after the date hereof but in no event later than the earlier of (i) 30 days after the date hereof and (ii) five days prior to the Effective TimeClosing Date, purchaser Parent shall make available or cause mail by overnight courier to each record holder of an outstanding Certificate(s), whose shares of Company Common Stock are to be made available to the paying agent appointed by Purchaser with the Company's prior approval (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments converted pursuant to Section 5.1(a3.8(d) hereof into the right to holders of Shares issued and outstanding immediately prior to receive 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, Merger Consideration (i) 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 (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(s) shall pass, only upon proper delivery of the Certificate(s) to 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 effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares Certificates in exchange for payment thereforof the Merger Consideration (together, the "Transmittal Documents"). Upon surrender of a Certificate(s) for cancellation to the Paying Agent of Parent or to such certificatesother agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal and any other required documents, duly executed and completed in accordance with the instructions theretoexecuted, the Surviving Corporation holder of such Certificate(s) shall promptly cause be entitled to receive in exchange therefor as of the Effective Time the Merger Consideration in respect of all shares of Company Common Stock formerly represented by such surrendered Certificate(s), without any interest thereon, pursuant to Section 3.8(d). The Certificate(s) so surrendered shall forthwith be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificatecanceled. If payment of the Merger Consideration is to be made to a person Person other than the Person in whose name the surrendered Certificate(s) is registered, it shall be a condition of payment that the Certificate(s) so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, that the signatures on the Certificate(s) or any related stock power shall be properly guaranteed and that the Person requesting such payment shall have established to the satisfaction of Parent that any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so Certificate(s) 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 have been paid or is are not applicable. One hundred Until surrendered in accordance with the provisions of and eighty as contemplated by this Section 3.11, any Certificate(s) (180other than Certificate(s) days following 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 Surviving Corporation 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 be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available pay to the Paying Agent which have not been disbursed holder of such Certificate(s) in exchange therefor cash in an amount equal to holders the Merger Consideration (other than Certificate(s) representing shares of certificates formerly representing Shares outstanding 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 Effective TimeBusiness Day preceding the Closing Date, and thereafter or (ii) the second Business Day after such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender of their certificates. Notwithstanding the foregoingdelivery, 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. 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 Purchaser shall reimburse the Surviving Corporation for if such charges and expenses. 5.3delivery is made after such time.
Appears in 1 contract
Payment for Shares. At or prior Prior to the Effective Time, purchaser Subsidiary shall make available ------------------ designate a commercial bank or cause trust company organized under the laws of the United States or any state of the United States with capital, surplus and undivided profits of at least $100,000,000 to be made available act as paying agent with respect to the paying agent appointed by Purchaser with the Company's prior approval Merger (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 ). Each holder (other than Parent, Subsidiary or any subsidiary of Parent and holders of Shares issued and outstanding Appraisal Shares) of a certificate or certificates (the "Certificates") which 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 Time represented outstanding Shares a form (mutually agreed will be entitled to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates whichreceive, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon upon surrender to the Paying Agent of such certificatesthe Certificates for cancellation, together with such letter of transmittal, duly executed and completed cash in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid an amount equal to the persons entitled thereto a check in product of the amount to which such persons are entitlednumber of Shares previously represented by the Certificates multiplied by the Merger Consideration, after giving effect subject to any required tax withholdingswithholding 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 will shall accrue or be paid or will accrue on the amount cash payable upon the surrender of any such certificatethe Certificates. If payment is to be made to a person other than the registered holder of person in whose name the certificate surrenderedCertificates surrendered are registered, it shall be a condition of such payment that the certificate Certificates so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such 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 certificate Certificates surrendered or establish to the satisfaction of the Surviving Corporation or that the Paying Agent that such tax has been paid or is not applicable. One hundred Following the Effective Time, until surrendered to the Paying Agent in accordance with the provisions of this Section 2.5, each Certificate (other than Certificates representing Appraisal Shares and eighty (180Shares owned by Parent or any subsidiary of Parent) days following 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 2.5 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 shall be entitled to will cause the Paying Agent to deliver mail to it any funds each record holder of Certificates a letter of transmittal (including any interest received with respect thereto) made available which will specify that delivery will be effected, and risk of loss and title of the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on Agent) and instructions for use in effecting the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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 Certificates 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 the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3payment.
Appears in 1 contract
Samples: Plan and Agreement of Merger (KLLM Transport Services Inc)
Payment for Shares. At or prior to the Effective Time, purchaser shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company'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 surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender delivery to the Paying Agent of such certificatesletter of transmittal by any Record Holder of Shares (other than Excluded Shares), duly completed and signed in accordance with its instructions, together with such letter other documents as may be reasonably required by the Paying Agent pursuant to such instructions and surrender of transmittalthe Certificate that immediately prior to the Effective Time represented such Shares (or affidavit of loss in lieu thereof as provided in Section 2.7(e), duly executed or, if such Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such Shares on a book-entry account statement), such Record Holder shall be entitled to receive from the Exchange Fund, and completed the Paying Agent shall pay, a cash amount in accordance with immediately available funds equal to the instructions theretonumber of such Shares multiplied by the Per Share Merger Consideration, and, if applicable, the Surviving Corporation Certificate so surrendered shall promptly cause to forthwith be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingscancelled. No interest will be paid or will accrue accrued on the any amount payable as provided above. Risk of loss of, and title to, any Certificate will pass only upon proper delivery as provided above. In the surrender event of any such certificate. If a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment is to be delivered upon compliance with the procedures described above may be made to a person other than the registered holder transferee if the applicable letter of transmittal and the certificate surrendered, it shall be a condition of Certificate representing 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 Shares is presented 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 and is not applicable. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall be entitled to cause accompanied by all documents reasonably required by the Paying Agent to deliver evidence and effect such transfer and to it evidence that any funds (including any interest received with respect thereto) made available to the Paying Agent which applicable stock transfer Taxes have been paid or are 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 only as general creditors thereof applicable. The Per Share Merger Consideration paid with respect to any Share in accordance with the cash payable upon due surrender of their certificates. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto terms hereof shall be liable deemed to any holder have been paid in full satisfaction of certificates formerly representing Shares for any amount paid all rights pertaining 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 the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3Share.
Appears in 1 contract
Samples: Vi Agreement and Plan of Merger (Interline Brands, Inc./De)
Payment for Shares. At or prior to Immediately after the Effective Time, purchaser the Parent shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company's prior approval Parent that is 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(a2.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective TimeShares. Promptly after At the Effective Time, the Surviving Corporation Parent shall cause instruct the Paying Agent to be mailed 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 (other than holders of Excluded Shares) of issued and outstanding Shares a form (mutually agreed to by Purchaser Merger Sub and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, 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 Surviving Corporation Parent shall promptly cause instruct the Paying Agent to be paid promptly, and in any event not later than three business days following receipt of properly tendered certificates and letters of transmittal, pay to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation Parent 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation Parent only as general creditors thereof with respect to the cash Merger Consideration 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (New Brunswick Scientific Co Inc)
Payment for Shares. At or prior and from time to time after the Effective Time, purchaser Purchaser shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company's prior approval (the "Paying Agent") Exchange Agent amounts sufficient in the aggregate to provide all funds necessary for the Paying Exchange Agent to make payments pursuant to Section 5.1(a) of the Merger Consideration hereof to holders of Shares the Company Common Stock issued and outstanding immediately prior to the Effective Time. Promptly As soon as practicable after the Effective Time, the Surviving Corporation Purchaser 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 holder of record (other than holders of Excluded Shares) of issued and outstanding Shares Company Common Stock, a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates Company Certificate(s) which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment thereforshares. Upon surrender to the Paying Exchange Agent of such certificates (or such documentation as is acceptable to and required by the Exchange Agent with respect to lost certificates), together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation Exchange Agent shall promptly cause to be paid to the persons Persons entitled thereto a check in the amount to which such persons Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be made to a person Person other than the registered holder of the certificate Company Certificate(s) surrendered, it shall be a condition of such payment that the certificate Company Certificate(s) 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 Company Certificate(s) surrendered or establish established to the satisfaction of the Surviving Corporation Purchaser or the Paying Exchange Agent that such tax has been paid or is not applicable. One hundred and eighty Hundred Eighty (180) days following the Effective Time, the Surviving Corporation Purchaser shall be entitled to cause the Paying Exchange Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Paying Exchange Agent which have not been disbursed to holders of certificates formerly representing Shares Company Common Stock outstanding on at the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation Purchaser only as general creditors thereof with respect to the cash payable upon due surrender of their certificatesCompany Certificates. Notwithstanding anything in this Section 2 or elsewhere in this Agreement to the foregoingcontrary, neither the Paying Exchange Agent nor any party hereto shall be liable to any a former holder of certificates formerly representing Shares Company Common Stock for any amount paid cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawabandoned property laws. The Surviving Corporation Exchange Agent shall also deliver to Purchaser a certified list of the names and addresses of all former registered holders of Company Common Stock who have not then surrendered their Company Certificates to receive the Merger Consideration to which they are entitled. Except as otherwise provided herein or in the Letter of Transmittal, Purchaser shall pay all charges and expenses, including those of the Paying Exchange Agent, in connection with the payment of the Merger Consideration in exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3Company Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Standard Federal Bancorporation Inc)
Payment for Shares. At or prior to the Effective Time, purchaser RBC Centura shall make available or cause to be made available to such bank as the Acquiror shall appoint (and shall be reasonably acceptable to the Company), as paying agent appointed by Purchaser with the Company's prior approval (the "Paying Agent") ), amounts in immediately available funds sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 5.1(a) hereof of Consideration to holders of Shares issued and 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 be mailed mail to each person who was, at the Effective Time, a holder of record (other than holders of Excluded Shares) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser the Acquiror and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares 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 Surviving Corporation shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount of the Consideration to which such persons are person is entitled, 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 sufficient notice of its account information. No interest will be paid or will accrue on the any amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest or other amounts received with respect thereto) made available to the Paying Agent which that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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 shares of Company Common Stock 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 the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Royal Bank of Canada \)
Payment for Shares. At or prior to the Effective Time, purchaser Parent shall make available or cause to be made available to a bank appointed by Parent (which shall be reasonably acceptable to the Company), as paying agent appointed by Purchaser with the Company's prior approval (the "Paying AgentPAYING 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 of Merger Consideration to holders of Shares issued and shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each person who was, at the Effective Time, a holder of record (other than holders of Excluded Shares) outstanding shares of issued and outstanding Shares Company Common Stock a form (mutually agreed to by Purchaser Parent and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares 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 Surviving Corporation Parent shall promptly cause the Paying Agent to be paid pay to the persons each person entitled thereto a check in the amount to which such persons are person is entitled, after giving effect to any required United States federal, state or local tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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 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 the Surviving Corporation Parent or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation Parent 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 that have not been disbursed to holders of certificates formerly representing Shares shares of Company Common Stock outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation Parent 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 shares of Company Common Stock 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 the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3.
Appears in 1 contract
Payment for Shares. At or prior On the terms of and subject to the Effective conditions set forth in this Agreement and the Offer, Purchaser shall (and Parent shall cause Purchaser to) accept for payment, and pay for, all Shares that are validly tendered and not validly withdrawn pursuant to the Offer promptly (within the meaning of Section 14e-1(c) promulgated under the Exchange Act) after the Expiration Time (as it may be extended in accordance with Section 1.1(d)(ii)) (or, at Parent’s election, concurrently with the Expiration Time if all conditions to the Offer have been satisfied or waived) (such time of acceptance, the “Acceptance Time”); provided, purchaser that Purchaser shall make available not accept for payment or pay for any Shares if, as a result, Purchaser would acquire less than the number of Shares necessary to satisfy the Minimum Condition. Without limiting the generality of the foregoing, Parent shall provide or cause to be made available provided to Purchaser on a timely basis the funds necessary to pay for any Shares that Purchaser becomes obligated to purchase pursuant to the paying agent appointed by Offer, and Purchaser with shall provide or cause to be provided, to the Company's prior approval Exchange Agent promptly following the Acceptance Time (the "Paying Agent") amounts sufficient and 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 any event prior to the Effective Closing Date), the funds necessary to pay for any Shares that Purchaser becomes obligated to purchase pursuant to the Offer. Purchaser shall promptly (and in any event within two (2) Business Days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act)) after the Acceptance Time instruct Exchange Agent to pay for all Shares validly tendered (and not validly withdrawn) in the Offer. The Company shall instruct its transfer agent to register the transfer of the Shares accepted for payment by Purchaser in the Offer effective immediately after the Acceptance Time. Promptly after The consideration in the Effective Time, the Surviving Corporation shall cause to be mailed to Offer payable in respect of each person who was, at the Effective Time, a holder of record (other than holders of Excluded Shares) of issued Share validly tendered and outstanding Shares a form (mutually agreed to by Purchaser and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior not validly withdrawn pursuant to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender Offer shall be paid net to the Paying Agent of such certificatesholder thereof in cash, together with such letter of transmittal, duly executed without interest and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause subject to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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 reduction 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 the Paying Agent, withholding Taxes payable in connection with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3respect thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Satsuma Pharmaceuticals, Inc.)
Payment for Shares. At or prior to the Effective Time, purchaser shall make available or Parent will deposit, and cause to be made available to the paying agent appointed by Purchaser deposited, with the Company's prior approval (the "Paying Agent") amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent sufficient funds for the payment of the aggregate Merger Consideration to make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior to the Effective TimeCarbon Black’s stockholders. Promptly after the Effective Time, Parent will cause the Surviving Corporation shall cause Paying Agent to be mailed mail 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 surrendering Certificates or providing a Book-Entry Confirmation in effecting exchange for the Merger Consideration. The Paying Agent will promptly pay the Merger Consideration in respect of the number of Shares formerly evidenced by each Certificate or Book-Entry Confirmation, less any required withholding of taxes, upon receipt of (i) a surrendered Certificate or Book-Entry Confirmation representing the Shares and (ii) a duly executed letter of transmittal and any other documents reasonably required by the Paying Agent. No interest will accrue or be paid on any amount payable upon surrender of a Certificate or Book-Entry Confirmation. If any cash deposited with the certificates which, immediately prior to Paying Agent is not claimed within one year after 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 Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment Parent is to be 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. One hundred and eighty (180) days following the Effective Time, the Surviving Corporation shall be entitled to cause require the Paying Agent to deliver return such cash to it Parent or Parent’s designee. Thereafter, any funds (including 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 interest received with respect thereto) made available Governmental Authority shall become, to the Paying Agent which have not 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 disbursed stolen or destroyed. In that case, the stockholder will be required to holders of certificates formerly representing Shares outstanding on the Effective Time, provide an affidavit to that fact and thereafter such holders shall execute and deliver a customary indemnity agreement to provide indemnity against any claim that may be entitled to look to the Surviving Corporation only as general creditors thereof made 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3Certificate.
Appears in 1 contract
Samples: Vmware, Inc.
Payment for Shares. At or prior 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 Effective TimeOffer) when, purchaser shall make available as and if it gives oral or cause to be made available written notice to the paying agent appointed by Purchaser with the Company'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 Depositary 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 surrender of the certificates which, immediately prior to the Effective Time, represented any its acceptance of such Shares in exchange for payment thereforpursuant 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 surrender the terms and subject to the Paying Agent conditions of such certificatesthe Offer, together with such letter of transmittal, duly executed and completed in accordance 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 instructions theretoDepositary, which will make payment to shareholders promptly as directed by the Surviving Corporation shall promptly cause to Fund. The Fund will not pay interest on the purchase price under any circumstances. Shares purchased in the Offer will be paid retired. In all cases, payment for Shares purchased pursuant to the persons entitled thereto Offer will be made only after timely receipt by the Depositary of: (a) a check Letter of Transmittal (or a copy thereof) properly completed and bearing original signature(s) and any required signature guarantee(s), (b) such Shares (in proper certificated or uncertificated form) and (c) any other documents required by the Letter of Transmittal. Shareholders may be charged a fee by a broker, dealer or other institution for processing the tender requested. Certificates representing Shares tendered but not purchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the tendering shareholder. The Fund will pay any transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, tendered Shares are registered in the amount to which such persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender name of any such certificate. If payment is to be made to a person other than the person signing the Letter of Transmittal, the amount of any such transfer taxes (whether imposed on the registered holder owner or such other person) payable on account of the certificate surrendered, it shall be a condition transfer to such person of such payment that Shares will be deducted from 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 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 Offer under certain conditions. See Section 4. Any tendering shareholder or other payee who has not previously submitted a person other than correct, completed and signed Form W-8BEN, Form W-8ECI or Form W-9, as necessary, and who fails to 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 establish other payee pursuant to the satisfaction Offer. See Section 14 regarding this tax as well as possible withholding at the rate of the Surviving Corporation 30% (or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty (180lower applicable treaty rate) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled gross proceeds payable to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3tendering Non-U.S. Shareholders.
Appears in 1 contract
Samples: Latin America Equity Fund Inc
Payment for Shares. At (a) FNB and Sequoia agree that Wells Fargo Bank, National Association, or prior to the Effective Time, purchaser another bank or trust compaxx xxreafter designated by Sequoia and approved by FNB shall make available or cause to be made available to act as the paying agent appointed by Purchaser with for the Company's prior approval Consolidation (the "Paying Agent") amounts sufficient ). Contemporaneous with execution and delivery of the Consolidation Agreement, FNB, the Interim National Bank, Sequoia and the Paying Agent shall enter into an agreement, substantially in the aggregate form attached hereto as Exhibit B (the "Paying Agent Agreement"), providing for the rights, duties and obligations of the Paying Agent in relation to provide all this Agreement. At the Effective Time, in accordance with Section 1.9(a), FNB shall cause the Closing Payment Amount, less the sum of $1,500,000, to be delivered to the Paying Agent for deposit into an account (the "Payment Fund") to be established, administered and disbursed by the Paying Agent (together with any other funds necessary delivered to the Paying Agent for deposit into the Payment Fund pursuant to Section 1.12 below and the "Escrow Agent Agreement" defined therein) in accordance with the provisions of the Paying Agent Agreement. The Paying Agent Agreement shall require the Paying Agent to establish a sub-account of the Payment Fund, as necessary (the "Dissenting Shares Account") to hold, administer and disburse the funds payable to dissenting shareholders (if any) as described in Section 1.10 above. Pursuant to the provisions of the Paying Agent Agreement, the Paying Agent shall make payments pursuant to Section 5.1(a) hereof to holders of Shares issued and outstanding immediately prior from the Payment Fund to the Effective Time. Promptly after the Effective TimeSequoia optionees and shareholders, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record as required by Sections 1.8 and 1.9 (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 surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon against surrender to the Paying Agent of such certificates, together with such letter of transmittal, duly executed Sequoia stock option agreements or stock certificates for cancellation) and completed in accordance with shall make payments from the instructions thereto, the Surviving Corporation shall promptly cause to be paid Dissenting Shares Account to the persons entitled thereto a check in the amount to which such persons are entitledholders (if any) of Dissenting Shares, after giving effect to any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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 as 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. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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 lawSection 1.10. The Surviving Corporation shall pay all charges and expenses, including those of Payment Fund may be invested by the Paying Agent, as will be authorized by the Paying Agent Agreement, and any net earnings with respect thereto shall be applied or paid as provided in connection the Paying Agent Agreement; provided, however, that the fees and expenses of the Paying Agent shall be paid out of the funds held in the Payment Fund, including any net earnings with the exchange of cash for Shares and Purchaser shall reimburse the Surviving Corporation for respect to such charges and expenses. 5.3funds.
Appears in 1 contract
Payment for Shares. At or prior to As of the Effective Time, purchaser Parent shall make available or cause to be made available to deposit with the paying agent appointed by Purchaser Parent with the Company's prior reasonable approval (the "Paying AgentPAYING AGENT") amounts sufficient ), for the benefit of the holders of Shares, cash in U.S. dollars in an amount equal to the Merger Consideration multiplied by the aggregate outstanding Shares (other than Shares held by Dissenting Stockholders) to provide all funds necessary for the Paying Agent to make payments be paid pursuant to Section 5.1(a) hereof to holders 3.1(a). After the Effective Time, there shall be no transfers on the stock transfer books of Shares issued and the Surviving Corporation of shares of capital stock of the Company which were 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 Parent and the Company) of letter of transmittal and instructions for use in effecting the surrender of the certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to the Paying Agent of such certificatescertificates (or affidavit of loss in lieu thereof), together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid to the persons entitled thereto a check in the amount equal to which the Merger Consideration multiplied by the number of Shares held by such persons are entitled, after giving effect to person less any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificate. If payment is to be 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 reasonable satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty (180) days following the Effective Time, 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation 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. 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 Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3Shares.
Appears in 1 contract
Payment for Shares. At or least three business days before the Effective Time, Purchaser will designate a paying agent to make payment of the aggregate consideration payable in the Merger (the “Paying Agent”). Immediately prior to the Effective TimeTime and from time to time thereafter to the extent necessary, purchaser shall make available we will deposit or cause to be made available to the paying agent appointed by Purchaser deposited with the Company's prior approval (the "Paying Agent") amounts , for the benefit of holders of Eligible Shares, sufficient funds necessary to pay the consideration payable in the aggregate to provide all funds necessary for 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 make payments pursuant send to Section 5.1(a) hereof to holders each holder 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 and Dissenting 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 advising the shareholders how to surrender of the certificates which, immediately prior to the Effective Time, Eligible Shares represented any of such Shares by Share Certificates or book-entry (“FFE Book-Entry Shares”) in exchange for payment therefor. Upon surrender 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 such certificatesEligible Shares upon surrender of a Share Certificate or Book-Entry Share, together with such a letter of transmittal, duly completed and validly executed and completed in accordance with the instructions theretotherein, and such other documents as may be required pursuant to such instructions. Interest will not be paid or accrue in respect of the consideration payable in the Merger. The Surviving Corporation shall promptly cause to be will reduce the amount of any consideration payable in the Merger paid to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to shareholders by any required tax withholdings. No interest will be paid or will accrue on the amount payable upon the surrender of any such certificateapplicable withholding taxes. If payment is to be 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 cash deposited with the Paying Agent that such tax has been paid or is not applicable. One hundred and eighty (180) days claimed within six months following the Effective Time, such cash will be delivered to Purchaser, upon its demand, and any shareholders who have not theretofore complied with Share exchange procedures in the Merger Agreement will thereafter look only to Purchaser and/or the Surviving Corporation shall be entitled to cause Corporation, which will remain responsible for 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 certificates formerly representing Shares outstanding on the Effective Time, and thereafter such holders shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable upon due surrender payment of their certificatesclaims for the consideration payable in the Merger, without interest, less any applicable withholding taxes. Notwithstanding the foregoing, neither none of the Surviving Corporation, the Paying Agent nor any party hereto shall Agent, or Purchaser will be liable to any holder of certificates formerly representing Shares for any amount consideration payable in the Merger properly paid and delivered in respect of such Shares to a public official pursuant to any applicable abandoned property, escheat or other similar applicable law. The transmittal instructions will include instructions if the shareholder has lost a Share Certificate or if it has been stolen or destroyed. The shareholder will have to provide an affidavit to that fact and, if required by the Surviving Corporation shall pay all charges Corporation, post a bond in a reasonable amount and expenses, including those of the Paying Agent, in connection with the exchange of cash for Shares and Purchaser shall reimburse upon such terms as may be required by the Surviving Corporation for as indemnity against any claim that may be made against it in respect of such charges and expenses. 5.3Share Certificate.
Appears in 1 contract
Payment for Shares. (a) Prior to the Effective Time, the Parent shall designate a business entity regularly engaged in such work and which is reasonably satisfactory to Americold to act as 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) of Americold Common Stock or Americold Preferred Stock immediately prior to the Effective Time will be entitled to receive, upon surrender to the Paying Agent of the certificates representing such shares of Americold Common Stock or Americold Preferred Stock, as the case may be (collectively, the "Certificates") for 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, purchaser the Parent shall make available or cause to be made available to the paying agent appointed by Purchaser with the Company'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 surrender of the certificates which, 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 sufficient funds to make all payments in accordance with the instructions thereto, the Surviving Corporation shall promptly cause to be paid amounts determined pursuant to the persons entitled thereto a check in the amount to which such persons are entitled, after giving effect to any required tax withholdingspreceding sentence. No interest will shall accrue or be paid or will accrue on the amount cash payable upon the surrender of any such certificatethe Certificates. If payment is to be 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 Any funds delivered 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. One hundred and eighty (180) days following the Effective Time, 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 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 been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time, and previously exchanged their Certificates will thereafter such holders shall be entitled to look only to the Surviving Corporation only as for payment of their claim for the 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 with respect to the cash payable upon due surrender of their certificatesunder applicable law. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any a holder of certificates formerly representing Shares shares of Americold Common Stock or Americold Preferred Stock for any amount paid cash or interest delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawlaws. The As soon as practicable after the Effective Time, the Surviving Corporation shall pay all charges will cause the Paying Agent to mail to each record holder of shares of Americold Common Stock and expensesAmericold Preferred Stock (other than the Americold Principal Shareholders) (i) a form of letter of transmittal (which will specify that delivery will be effected, including those and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent), which letter shall be in connection with customary form, and (ii) instructions for use in effecting the exchange surrender of cash the Certificates for Shares and Purchaser shall reimburse the Surviving Corporation for such charges and expenses. 5.3payment.
Appears in 1 contract
