Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aeroways, LLC), Agreement and Plan of Merger (Cke Restaurants Inc), Agreement and Plan of Merger (Cke Restaurants Inc)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agreeagree to prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavit of loss thereof) or Book-Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of shares of Company Common Stock previously represented by such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate or Book-Entry Shares so surrendered shall immediately forthwith be canceledcancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dell Inc), Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Quest Software Inc)
Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share amount of cash into which the shares of Company Common Stock formerly represented by such CertificateCertificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall immediately forthwith be canceled. If payment In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Merger Consideration is to Company, the proper amount of cash may be made paid in exchange therefor to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid pay any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II, without interestConsideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Somera Communications Inc), Agreement and Plan of Merger (Warburg Pincus Private Equity IX, L.P.), Agreement and Plan of Merger (Ionics Inc)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (ithe "Certificates"), (A) a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall will be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation reasonably may reasonably agreespecify) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall will be entitled to receive in exchange therefor respect thereof cash in an amount equal to the Merger Consideration, without interest, for each share product of (1) the number of shares of Company Common Stock formerly represented by such CertificateCertificate and (2) the Merger Consideration, and the Certificate so surrendered shall immediately will forthwith be canceledcancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment of the Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall will be a condition of payment that (x) the Certificate so surrendered shall will be properly endorsed or shall otherwise be in proper form for transfer and (y) that the Person person requesting such payment shall have paid will pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such the surrendered Certificate surrendered and shall have or established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.23.2(b)(i), each Certificate shall (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Republic Engineered Steels Inc), Agreement and Plan of Merger (Republic Engineered Steels Inc), Agreement and Plan of Merger (Res Acquisition Corp)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Acquiror shall cause the Paying Exchange Agent to mail to each holder record holder, as of record the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.1(b)): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationtherefor. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Paying AgentCertificate, together with such letter of transmittal, transmittal duly completed executed and validly executed in accordance with the instructions (and such any other customary documents as may reasonably be required by the Paying Agent)documents, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger ConsiderationConsideration pursuant to Section 2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(j), without interest, for each share and such Certificate shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of Company Common Stock formerly represented by which are not registered in the transfer records of the Company under the name of the Person surrendering such Certificate, and a certificate representing the Certificate so surrendered shall immediately proper number of shares of Acquiror Common Stock may be canceled. If payment of the Merger Consideration is to be made issued to a Person other than the Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that registered if (x) the such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) the such Person surrendering such Certificate and requesting such payment issuance shall have paid pay any transfer and or other taxes Taxes required by reason of the payment issuance of the Merger Consideration shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Acquiror that such tax either has Taxes have been paid or is are not applicable, and (z) such Person surrendering such Certificate shall, if required by Acquiror, have such Person's signature guaranteed by a bank, brokerage firm or other financial intermediary that is a member of a medallion guarantee program. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article IIapplicable consideration set forth in Section 2.1, without interestany interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (Medco Research Inc)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent and the Company Surviving Corporation or the Paying Agent may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive receive, and Parent shall cause the Paying Agent to promptly pay to such holder, in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, Certificate and the such Certificate so surrendered shall immediately be canceledforthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablerequired to be paid. Until so surrendered or transferred, as contemplated by the case may be, in accordance with this Section 2.23.2, each Certificate shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Natrol Inc), Agreement and Plan of Merger (Plethico Pharmaceuticals Ltd.), Agreement and Plan of Merger (Nutra Acquisition CO Inc.)
Payment Procedures. Promptly As soon as practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agreeagree prior to the Closing Date) and (iiiii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall shall, subject to Section 2.3, be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately forthwith be canceled. If payment of the Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person person requesting such payment shall have paid any all transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (DPL Inc), Agreement and Plan of Merger (Aes Corp), Agreement and Plan of Merger (DPL Inc)
Payment Procedures. Promptly after (and in any event, within 10 Business Days) following the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Common Stock Shares (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of a Certificate Certificates for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration payable in respect thereof pursuant to the provisions of Company Common Stock formerly represented by such Certificatethis Article III, and the Certificate Certificates so surrendered shall immediately forthwith be canceled. If payment of The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Merger Consideration is Payment Agent may impose to be made effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to a Person other than the Person in whose name extent consistent with the surrendered Certificate is registeredPaying Agent’s standard procedures, it Parent shall be a condition of payment that (x) cause the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer Paying Agent to issue and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of deliver the Merger Consideration to a Person other than holders of uncertificated Company Shares represented by book-entry (the registered “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of such Book-Entry Shares being required to deliver a Certificate surrendered and shall have established or any executed letter of transmittal to the reasonable satisfaction Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Surviving Corporation Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that such tax either has been paid or is not applicableregistered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. Until surrendered as contemplated by this Section 2.2so surrendered, each Certificate outstanding Certificates shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive the Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article II, without interestIII.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Transcend Services Inc), Agreement and Plan of Merger (Nuance Communications, Inc.)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record (other than the Company or Parent, Sub or any other Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation reasonably may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the Merger Consideration, without interest, for each share product of (x) the number of shares of Company Common Stock formerly represented by such CertificateCertificate and (y) the Merger Consideration, and the Certificate so surrendered shall immediately forthwith be canceled. If payment of No interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the Person person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such the surrendered Certificate surrendered and shall have or established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.23.3(b), each Certificate (other than Certificates representing Shares owned by the Company or Parent, Sub or any other Subsidiary of Parent) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ero Inc), Agreement and Plan of Merger (Ero Marketing Inc), Agreement and Plan of Merger (Hc Acquisition Corp)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter), the Surviving Corporation shall cause Upon surrender to the Paying Agent to mail to each holder of record of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying AgentCertificate, together with such letter of transmittaltransmittal duly executed and completed, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), Agent shall pay to the holder of such Certificate shall be entitled the aggregate Price Per Share attributable to receive in exchange therefor the Merger Consideration, without interest, for each share number of shares of the Company Common Stock formerly represented by such Certificate, and such Certificate will then be cancelled. Until surrendered in accordance with the provisions of this Section 1.11, each Certificate so surrendered (other than Certificates representing Dissenting Shares and Certificates representing shares covered by Section 1.9(b)) will represent for all purposes only the right to receive the aggregate Price Per Share relating thereto. No interest shall immediately accrue or be canceledpaid in respect of cash payable upon the surrender of Certificates. After the Effective Time, holders of Certificates shall cease to have any rights as shareholders of the Company, except as provided herein or under applicable state corporation law. If any payment of cash in respect of cancelled shares of the Merger Consideration Company Common Stock is to be made paid to a Person other than the Person registered holder of the shares represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that (x) the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the Person requesting such payment shall have paid pay to the Paying Agent any transfer and or other taxes Taxes required by reason as a result of the such payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established shares or establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such tax either Tax has been paid or is not applicablepayable. Until surrendered as contemplated by Any consideration otherwise payable pursuant to this Section 2.2, each Certificate Agreement shall be deemed at subject to all applicable federal, state and local Tax withholding requirements. For purposes of this Agreement, "Tax" (including, with correlative meaning, the terms "Taxes" and "Taxable") means all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severance, stamp, payroll, sales, transfer, employment, unemployment disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any time after nature whatsoever, together with all interest, penalties, fines and additions to tax imposed with respect to such amounts and any interest in respect of such penalties and additions to tax. For purposes of this Agreement, "Person" means an individual, corporation, partnership, limited liability company association, trust, unincorporated organization, entity or group (as defined in the Effective Time to represent only Securities and Exchange Act of 1934, as amended (the right to receive the Merger Consideration as contemplated by this Article II, without interest"Exchange Act")).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mg Waldbaum Co), Agreement and Plan of Merger (Mg Waldbaum Co)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three five business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent and the Company Surviving Corporation or the Paying Agent may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive receive, and Parent shall cause the Paying Agent to promptly pay to such holder, in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, Certificate and the such Certificate so surrendered shall immediately be canceledforthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicablerequired to be paid. Until so surrendered or transferred, as contemplated by the case may be, in accordance with this Section 2.210(b), each Certificate shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates.
Appears in 2 contracts
Samples: Agreement of Merger (Shire PLC), Agreement of Merger (New River Pharmaceuticals Inc)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record of a certificate or certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation reasonably may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed executed, or an "agents message" in accordance with the instructions (case of a book entry transfer, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the Merger Consideration, without interest, for each share product of (A) the number of shares of Company Common Stock formerly represented by such CertificateCertificate and (B) the Merger Consideration, less any required withholding taxes, and the Certificate so surrendered shall immediately forthwith be canceled. If payment of No interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If any holder of a Certificate shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. If payment is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the Person person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such the surrendered Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.23.3(b), each Certificate converted into the right to receive cash pursuant to Section 3.2(a) hereof shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Home Foods Inc), Agreement and Plan of Merger (International Home Foods Inc)
Payment Procedures. Promptly after following the Effective Time (but in no event more than three ten (10) business days thereafter), the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of a Certificate Certificates for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration payable in respect thereof pursuant to the provisions of Company Common Stock formerly represented by such Certificatethis Article II, and the Certificate Certificates so surrendered shall immediately forthwith be canceled. If payment The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration is to be made to a Person other than payable upon the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder surrender of such Certificate surrendered and shall have established Certificates pursuant to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethis Section 2.8. Until surrendered as contemplated by this Section 2.2so surrendered, each Certificate outstanding Certificates shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive the Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article II, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Insilicon Corp), Agreement and Plan of Merger (Synopsys Inc)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock (i) a letter of transmittal (which which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agreeagree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate Certificates for cancellation to the Paying AgentAgent or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, subject to any required withholding taxes, the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificatesurrendered, and the Certificate so any Certificates surrendered shall immediately forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share in exchange therefor is registered, it shall be a condition of payment that (xA) the Certificate so surrendered shall be properly endorsed Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (yB) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article IIIII, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minerals Technologies Inc), Agreement and Plan of Merger (Amcol International Corp)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Company Common a Certificate or Certificates that immediately prior to the Effective Time evidenced outstanding shares of Class A Stock (other than Excluded Shares and Restricted Shares), (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, Agent and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for payment of the Merger ConsiderationConsideration pursuant to Section 1.07. Upon surrender of such a Certificate for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by pursuant to such instructions (collectively, the Paying Agent“Transmittal Documents”), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Class A Stock formerly represented by such Certificate, without any interest thereon, less any required withholding of taxes, and the Certificate so surrendered shall immediately thereupon be canceled. If In the event of a transfer of ownership of Class A Stock that is not registered in the transfer records of the Company, the Merger Consideration may be issued and paid in accordance with this Article II to the transferee of such shares if the Certificate evidencing such shares is presented to the Paying Agent and is properly endorsed or otherwise in proper form for transfer. In such event, the signature on the Certificate or any related stock power must be properly guaranteed and the Person requesting payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid must either pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate so surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following surrender of such a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on any Merger Consideration. Until surrendered as contemplated by in accordance with this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender, the Merger Consideration for each share of Class A Stock (other than Excluded Shares, Restricted Shares and any Dissenting Shares) formerly represented by such Certificate. The Payment Fund shall not be used for any purpose other than as contemplated by set forth in this Article II. Any interest, without interestdividends or other income earned on the investment of cash held in the Payment Fund shall be for the account of the Surviving Corporation. The Merger Consideration delivered upon surrender of the Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares represented by such Certificates.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cablevision Systems Corp /Ny), Agreement and Plan of Merger (Cablevision Systems Corp /Ny)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause the Paying Payment Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and associated Company Rights (the "Certificates") whose shares and associated Company Rights are converted pursuant to Section 3.01(c) into the right to receive the Merger Price (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, Payment Agent and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationPrice. Upon surrender of a Certificate for cancellation to the Paying Payment Agent, together with such letter of transmittal, transmittal duly executed and completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a check representing the Merger Consideration, without interest, for each Price per share of Company Common Stock formerly represented by thereby, which such Certificateholder has the right to receive pursuant to the provisions of this Article III, and the Certificate so surrendered shall immediately forthwith be canceled. If payment In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger, including any interest accrued in respect of the Payment Fund. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration is to Price may be made issued to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) transferee if the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for representing such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer taxes have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.23.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration Price per share of Company Common Stock represented thereby as contemplated by this Article II, without interestIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kash N Karry Food Stores Inc), Agreement and Plan of Merger (Food Lion Inc)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three five business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent and the Company Surviving Corporation or the Paying Agent may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive receive, and Parent shall cause the Paying Agent to promptly pay to such holder, in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, Certificate and the such Certificate so surrendered shall immediately be canceledforthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablerequired to be paid. Until so surrendered or transferred, as contemplated by the case may be, in accordance with this Section 2.23.2, each Certificate shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates.
Appears in 2 contracts
Samples: Agreement of Merger (Shire PLC), Agreement of Merger (New River Pharmaceuticals Inc)
Payment Procedures. Promptly (a) As promptly as practicable (and, in any event, within twenty (20) days) after the Effective Time consummation of any MS Asset Dispositions and, in any event, not later than the date that is forty-five (but 45) days following the end of each fiscal quarter of Frequency following the Closing in no event more than three business days thereafter)which CVR Proceeds are actually received by Frequency or any of its Subsidiaries, the Surviving Corporation Frequency shall cause the Paying Agent to mail to each holder of record of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title deliver to the Certificates shall passRights Agent, only upon an Officer’s Certificate certifying the aggregate amount of (A) the CVR Proceeds (if any) actually received by Frequency or its Subsidiaries during such fiscal quarter (or, in the case of the first delivery of such an Officer’s Certificate hereunder, all CVR Proceeds actually received through the Certificates to end of such fiscal quarter); (B) the Paying Agent, and which shall be Permitted Deductions reflected in such form CVR Proceeds; and shall have (C) the CVR Payment payable to Holders, if any, in respect of such other customary provisions as Parent and the Company may reasonably agree) CVR Proceeds, and (ii) instructions for use deliver to the Rights Agent, or as the Rights Agent directs, the CVR Payment (if any) by wire transfer of immediately available funds to an account designated in effecting writing by the surrender Rights Agent. Upon receipt of the Certificates wire transfer referred to in exchange for payment the foregoing sentence, the Rights Agent shall promptly (and in any event, within ten (10) Business Days) pay, by check mailed, first-class postage prepaid, to the address of each Holder set forth in the CVR Register at such time or by other method of delivery as specified by the applicable Holder in writing to the Rights Agent, an amount equal to the product determined by multiplying (i) the quotient determined by dividing (A) the applicable CVR Payment by (B) the total number of CVRs registered in the CVR Register at such time, by (ii) the number of CVRs registered to such Holder in the CVR Register at such time. For the avoidance of doubt Frequency shall have no further liability in respect of the Merger Consideration. Upon surrender relevant CVR Payment upon delivery of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed CVR Payment in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, this Section 2.4(a) and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by each of Frequency’s obligations set forth in this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest2.4(a).
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Frequency Therapeutics, Inc.), Contingent Value Rights Agreement (Frequency Therapeutics, Inc.)
Payment Procedures. Promptly after following the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) and each holder of record (as of immediately prior to the Effective Time) of shares of Company Common Stock held in book-entry form, in each case which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of a Certificate Certificates for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent or delivery of an agents’ message in respect of shares held in book-entry form, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates or the holders of shares held in book-entry form shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration payable in respect thereof pursuant to the provisions of Company Common Stock formerly represented by such Certificatethis Article II, and the Certificate Certificates so surrendered shall immediately forthwith be canceled. If payment The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration is to be made to a Person other than payable upon the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder surrender of such Certificate surrendered and shall have established Certificates pursuant to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethis Section 2.8. Until surrendered as contemplated by this Section 2.2so surrendered, each Certificate outstanding Certificates shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive the Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article II, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Autodesk Inc), Agreement and Plan of Merger (Moldflow Corp)
Payment Procedures. Promptly (and in no event later than the third business day) after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Acquiror shall cause the Paying Exchange Agent to mail to each holder Holder who, as of record of Company Common Stock the Effective Time, holds a Certificate or Certificates (excluding any Certificates for Treasury Stock): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) transmittal; and (ii) instructions for use in effecting the surrender of the Certificates for cancellation and delivery in exchange for payment of the Merger Consideration. Upon surrender to the Exchange Agent and cancellation of a Certificate for cancellation to the Paying AgentCertificate, together with such letter of transmittal, transmittal duly completed executed and validly executed in accordance with the instructions (and such any other customary documents as may reasonably be required by the Paying Agent)documents, the holder Holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of the Merger Consideration, without interest, for each share Consideration as determined pursuant to Section 2.1(a). In the event of a surrender of a Certificate representing shares of Company Common Stock formerly represented by that are not registered in the transfer records of the Company under the name of the Holder surrendering such Certificate, and a certificate representing the Certificate so surrendered shall immediately proper number of shares of Acquiror Common Stock may be canceled. If payment of the Merger Consideration is to be made issued to a Person other than the Person Holder in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment issuance shall have paid pay any transfer and or other taxes Taxes required by reason of the payment issuance of the Merger Consideration shares of Acquiror Common Stock to a Person other than the registered holder Holder of such Certificate surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Acquiror that such tax either has Taxes have been paid or is are not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the applicable amount of the Merger Consideration with respect thereto as contemplated by this Article IIdetermined pursuant to Section 2.1(a), in such case without interestany interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Titan Corp), Agreement and Plan of Merger (Advanced Communication Systems Inc)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Payment Agent shall cause the Paying Agent to mail to each holder of record of Company Common Stock a certificate or certificates which immediately prior to the Effective Time represented Shares (the "Certificates"), the following documents: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, Payment Agent and which shall be in such form and shall have such other customary provisions as Parent and the Company Phoenix may reasonably agree) specify); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationwith respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent, Payment Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly Consideration payable with respect to the Shares represented by such CertificateCertificate pursuant to the provisions of this Article II, and the Certificate so surrendered shall immediately forthwith be canceledcancelled. If In the event that a holder has lost or misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Phoenix so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to the Company's transfer agent and the Payment Agent shall accompany such letter of transmittal in lieu of the applicable Certificate. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, payment of the applicable Merger Consideration is to may be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) transferee if the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for representing such Shares is presented to the Payment Agent, accompanied by all documents required to evidence and effect such transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer taxes have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Article II, without interestSection 2.2. No interest shall accrue or be paid to any beneficial owner of Shares or any holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BCT International Inc /), Agreement and Plan of Merger (BCT International Inc /)
Payment Procedures. Promptly after the Effective Time (but in no event more than three two business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Avaya Inc)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Company Common Stock (other than the Company Common Stock to be canceled in accordance with Section 2.01(b)) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent and the Company may reasonably agreeagree prior to the Closing Date) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon surrender of a Certificate or a Book Entry Share for cancellation cancelation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book Entry Share shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such CertificateCertificate or Book Entry Share, and the Certificate or Book Entry Share so surrendered shall immediately forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Abbott Laboratories), Agreement and Plan of Merger (Alere Inc.)
Payment Procedures. Promptly As soon as practicable after the Effective Time (but in no event more than three business days thereafter)------------------ Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of a Certificate, other than Parent, the Company Common Stock and any wholly owned subsidiary of Parent or the Company, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent, Agent and which shall be in such a form and shall have such other customary provisions as Parent and the Company may reasonably agreespecify) and (ii) instructions for the use thereof in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share amount of Company cash into which the shares of Common Stock formerly theretofore represented by such CertificateCertificate shall have been converted pursuant to Section 2.5, and the Certificate Certificates so surrendered shall immediately forthwith be canceled. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. If payment of the Merger Consideration is to be made to a Person person other than the Person person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that (x) the such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the Person person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder transfer of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.6, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any shares of Common Stock owned by Parent or any wholly owned subsidiary of Parent or held in the treasury of the Company or by any wholly owned subsidiary of the Company) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.5. Notwithstanding the foregoing, none of the Paying Agent, the Surviving Corporation or any party hereto shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. In the event any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as contemplated by this Article II, without interestit may reasonably direct as indemnity against any claim that may be made against Parent or the Paying Agent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Earth Technology Corp Usa), Agreement and Plan of Merger (Tyco International LTD)
Payment Procedures. Promptly (a) As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Buyer shall cause the Paying Agent exchange agent selected by Buyer (the "Exchange Agent") to mail to each holder the former shareholders of record Seller and former holders of Company Common Stock (i) a letter of Seller Rights appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates or other instruments theretofore representing shares of Seller Common Stock and Seller Rights shall pass, only upon proper delivery of the Certificates such certificates or other instruments to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Exchange Agent), the holder . The certificate or certificates of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Seller Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate instruments representing Seller Rights so surrendered shall be properly duly endorsed or shall otherwise be as the Exchange Agent may reasonably require. In the event of a transfer of ownership of shares of Seller Common Stock represented by certificates that is not registered in proper form for the transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason records of the payment of Seller, the Merger Consideration payable for such shares as provided in Section 3.1 may be issued to a Person other than transferee if the registered holder of certificates representing such Certificate surrendered shares are delivered to the Exchange Agent, accompanied by all documents required to evidence such transfer and by evidence reasonably satisfactory to the Exchange Agent that such transfer is proper and that any applicable stock transfer taxes have been paid. In the event any certificate representing Seller Common Stock certificate or Seller Right shall have established been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and the reasonable satisfaction posting by such person of a bond in such amount as Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Surviving Corporation that Exchange Agent shall issue in exchange for such tax either has been paid lost, stolen or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive destroyed certificate the Merger Consideration as contemplated by this Article II, without interest.provided for in Section 3.1. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nbog Bancorporation Inc), Agreement and Plan of Merger (El Banco Financial Corp)
Payment Procedures. Promptly As soon as reasonably practicable after the ------------------ Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Paying Agent to mail to each holder of record (other than the Company or any subsidiary of the Company Common Stock or Parent, Purchaser or any other subsidiary of Parent or the Shareholder) of a certificate or certificates which, immediately prior to the Effective Time, evidenced outstanding Shares (the "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company reasonably may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the product of (x) the number of Shares represented by such Certificate and (y) the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately forthwith be canceled. If payment of Absolutely no interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly promptly endorsed or shall otherwise be in proper form for transfer and (y) that the Person person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such the surrendered Certificate surrendered and shall or have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.25.2(b), each Certificate (other than Certificates representing the Shares owned by Parent, any subsidiary of Parent or the Shareholder or held in the treasury of the Company) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Seda Specialty Packaging Corp), Agreement and Plan of Merger and Reorganization (Seawolf Acquisition Corp)
Payment Procedures. Promptly after following the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Common Stock Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Payment Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of a Certificate Certificates for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (and such other customary documents as may reasonably be required ii) receipt of an “agent’s message” by the Paying Agent)Agent (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holder holders of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration payable in respect thereof pursuant to the provisions of Company Common Stock formerly represented by such Certificatethis Article II, and the Certificate Certificates so surrendered or Book-Entry Shares so transferred shall immediately forthwith be canceled. If payment The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration is payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate this Section 2.8. Until so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid transferred, outstanding Certificates or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate Book-Entry Shares shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive the Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article II, without interest.
Appears in 2 contracts
Samples: Acquisition Agreement (ExactTarget, Inc.), Acquisition Agreement (Salesforce Com Inc)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Company shall cause instruct the Paying Exchange Agent to mail to each holder of record of Company a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Common Stock (collectively, the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, Exchange Agent and which shall be in such form and shall have such other customary provisions as Parent and the Surviving Company may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as reasonably may reasonably be required by the Paying Exchange Agent), and acceptance thereof by the Exchange Agent, each holder of such a Certificate shall be entitled to receive in exchange therefor the Merger ConsiderationConsideration specified in Section 2.1(a) hereof, without interestinterest thereon, for each share of Company Common Stock formerly represented by such Certificateless any required withholding taxes, and the Certificate so surrendered shall immediately forthwith be canceled. If The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the books and records of RCPI or its transfer agent of Certificates, and if Certificates are presented to RCPI for transfer, they shall be canceled against payment of the Merger Consideration as herein provided. If any payment of Merger Consideration is to be made to a Person other than the Person in whose name the Certificate surrendered Certificate for exchange is registered, it shall be a condition of such payment that (x) the Certificate so surrendered shall be properly endorsed endorsed, with the signature guaranteed, or shall otherwise be in proper form for transfer and (y) that the Person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate surrendered and shall have established surrendered, or establish to the reasonable satisfaction of the Surviving Corporation Company that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IIConsideration, without interestinterest thereon, less any required withholding taxes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rockefeller Center Properties Inc), Agreement and Plan of Merger (Tishman Speyer Properties L P)
Payment Procedures. Promptly after following the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of Company Common Stock immediately prior to the Effective Time) of a certificate or certificates (ithe “Certificates”), which immediately prior to the Effective Time represented outstanding Shares (other than Dissenting Shares) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of a Certificate Certificates for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration payable in respect thereof pursuant to the provisions of Company Common Stock formerly represented by such Certificatethis Article II, and the Certificate Certificates so surrendered shall immediately forthwith be canceled. If payment The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration is to be made to a Person other than payable upon the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder surrender of such Certificate surrendered and shall have established Certificates pursuant to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethis Section 2.8. Until surrendered as contemplated by this Section 2.2so surrendered, each Certificate outstanding Certificates shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive the Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article II, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Microchip Technology Inc), Agreement and Plan of Merger (Supertex Inc)
Payment Procedures. (i) Promptly after following the Effective Time (but Time, and in no any event not more than three business days (3) Business Days thereafter), Parent and the Surviving Corporation shall will cause the Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (iother than Dissenting Shares, the Rollover Shares, and shares of Company Common Stock described in Section 3.1(a)(iii)) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Shares, the Rollover Shares, and shares of Company Common Stock described in Section 3.1(a)(iii)) (the “Uncertificated Shares”), (A) a letter of transmittal in customary form and reasonably acceptable to the Company (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) ); and (iiB) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for payment the Merger Consideration payable in respect thereof pursuant to Section 3.1(a)(ii) and any dividends or other distributions to which they are entitled pursuant to clause (ii) of the Merger Considerationfirst sentence of Section 3.3(c). Upon surrender of a Certificate Certificates for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, the holders of such Certificates will be entitled to receive, and the Paying Agent shall promptly pay, in exchange therefor, an amount in cash equal to the Merger Consideration payable in respect of the number of shares of Company Common Stock represented by such other customary documents as may reasonably Certificate, and the Certificates so surrendered will forthwith be required cancelled. Upon receipt of an “agent’s message” by the Paying Agent)Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holder holders of such Certificate shall Uncertificated Shares will be entitled to receive receive, and the Paying Agent shall promptly pay, in exchange therefor therefor, an amount in cash equal to the Merger Consideration payable in respect of the number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares, and the transferred Uncertificated Shares so surrendered will be cancelled. The Paying Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Merger Consideration, without interestinterest thereon, for each share of payable in respect thereof pursuant to Section 3.1(a)(ii) and any dividends or other distributions pertaining to Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed Certificates or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered Uncertificated Shares as contemplated by clause (ii) of the first sentence of Section 3.3(c). Notwithstanding anything to the contrary in this Section 2.2Agreement, each no holder of Uncertificated Shares will be required to provide a Certificate shall be deemed at any time after or an executed letter of transmittal to the Effective Time to represent only the right Paying Agent in order to receive the Merger Consideration as contemplated by this Article II, without interestpayment that such holder is entitled to receive pursuant to Section 3.1(a)(ii).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Qad Inc), Agreement and Plan of Merger (Qad Inc)
Payment Procedures. Promptly (a) As promptly as practicable (and, in any event, within twenty (20) days) after the Effective Time consummation of any Legacy Asset Dispositions and, in any event, not later than the date that is forty-five (but 45) days following the end of each fiscal quarter of Homology following the Closing in no event more than three business days thereafter)which CVR Proceeds are actually received by Homology or any of its Subsidiaries, the Surviving Corporation Homology shall cause the Paying Agent to mail to each holder of record of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title deliver to the Certificates shall passRights Agent, only upon an Officer’s Certificate certifying the aggregate amount of (A) the CVR Proceeds (if any) actually received by Homology or its Subsidiaries during such fiscal quarter (or, in the case of the first delivery of such an Officer’s Certificate hereunder, all CVR Proceeds actually received through the Certificates to end of such fiscal quarter); (B) the Paying Agent, and which shall be Permitted Deductions reflected in such form CVR Proceeds; and shall have (C) the CVR Payment payable to Holders, if any, in respect of such other customary provisions as Parent and the Company may reasonably agree) CVR Proceeds, and (ii) instructions for use deliver to the Rights Agent, or as the Rights Agent directs, the CVR Payment (if any) by wire transfer of immediately available funds to an account designated in effecting writing by the surrender Rights Agent. Upon receipt of the Certificates wire transfer referred to in exchange for payment the foregoing sentence, the Rights Agent shall promptly (and in any event, within ten (10) Business Days) pay, by check mailed, first-class postage prepaid, to the address of each Holder set forth in the CVR Register at such time or by other method of delivery as specified by the applicable Holder in writing to the Rights Agent, an amount equal to the product determined by multiplying (i) the quotient determined by dividing (A) the applicable CVR Payment by (B) the total number of CVRs registered in the CVR Register at such time, by (ii) the number of CVRs registered to such Holder in the CVR Register at such time. For the avoidance of doubt Homology shall have no further liability in respect of the Merger Consideration. Upon surrender relevant CVR Payment upon delivery of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed CVR Payment in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, this Section 2.4(a) and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by each of Homology’s obligations set forth in this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest2.4(a).
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Homology Medicines, Inc.), Contingent Value Rights Agreement (Homology Medicines, Inc.)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock Share formerly represented by such Certificate, and the Certificate so surrendered shall immediately forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Duratek Inc), Agreement and Plan of Merger (EnergySolutions, Inc.)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock a Merger Share (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing the Merger Shares (the “Certificates”) and to any uncertificated Merger Shares held in book-entry form (“Uncertificated Shares”) shall pass, only upon delivery of the Certificates or transfer of the Uncertificated Shares to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agreeis customary) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for payment of the Merger Consideration. Upon (i) surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may require) in the case of book-entry transfer of Uncertificated Shares, the holder of such Certificate or Uncertificated Shares shall be entitled to receive promptly in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock Merger Share formerly represented by such CertificateCertificate or Uncertificated Share, and the Certificate or Uncertificated Share so surrendered or transferred shall immediately forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or transferred Uncertificated Shares is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Shares shall be properly transferred and (y) the Person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and in respect thereof or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orchid Cellmark Inc), Support Agreement (Monogram Biosciences, Inc.)
Payment Procedures. Promptly after the Effective Time (but in no event more than three five business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent and the Company may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately forthwith be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and be accompanied by all documents required to evidence such transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medco Health Solutions Inc), Agreement and Plan of Merger (Polymedica Corp)
Payment Procedures. Promptly Parent and Merger Sub shall cause the Exchange Agent to mail within three (3) Business Days after the Effective Time (but in no event more than three business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of shares of Company Common Stock (i) a letter of transmittal in customary form and containing customary provisions (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) or transfer of the Uncertificated Shares to the Paying Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for payment the Share Consideration payable in respect thereof pursuant to the provisions of this ARTICLE II. Each holder of shares of Company Common Stock that have been converted into the right to receive the Share Consideration shall be entitled to receive the Share Consideration (and any dividends or other distributions payable pursuant to Section 2.06(e)) in respect of the Merger Consideration. Upon shares of Company Common Stock represented by a Certificate or Uncertificated Share, upon (x) surrender to the Exchange Agent of a Certificate for cancellation to the Paying Agent(or affidavits of loss in lieu thereof), together with such letter of transmittal, a duly completed and validly executed in accordance with the instructions (letter of transmittal and such other customary documents as may reasonably be required requested by the Paying Exchange Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) receipt of an “agent’s message” by the Person requesting Exchange Agent (or such payment shall have paid any other evidence, if any, of transfer and other taxes required by reason as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares. Until so surrendered or transferred, as the payment of the Merger Consideration to a Person other than the registered holder of case may be, each such Certificate surrendered and or Uncertificated Share shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive the Merger Share Consideration as contemplated by (any dividends or other distributions payable pursuant to Section 2.06(e)) payable in respect thereof pursuant to the provisions of this Article ARTICLE II. Parent shall instruct the Exchange Agent to pay such Share Consideration and any dividends or other distributions payable pursuant to Section 2.06(e) within five (5) Business Days following the later to occur of (x) the Effective Time and (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or “agent’s message”, without interestand the Certificate (or affidavit of loss in lieu thereof) or Uncertificated Share so surrendered shall be forthwith cancelled. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Share.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bioceres Crop Solutions Corp.), Agreement and Plan of Merger (Marrone Bio Innovations Inc)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Certificates (other than (A) the Certificates representing Appraisal Shares to be treated in accordance with Section 2.07 and (B) the Certificates representing shares of Company Common Stock to be canceled or converted in accordance with Section 2.01(b)) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agreeagree prior to the Closing Date) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon surrender of a Certificate for cancellation cancelation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x1) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y2) the Person requesting such payment shall have paid (or caused to be paid) any transfer and other taxes Taxes required to be paid by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.02.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Altra Industrial Motion Corp.), Agreement and Plan of Merger (Regal Rexnord Corp)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each person who was, at the Effective Time, a holder of record of Company Common Stock Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender to the Paying Agent of a Certificate for cancellation to the Paying Agentcancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock Share formerly represented evidenced by such Certificate, and the such Certificate so surrendered shall immediately then be canceled. If In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration is to may be made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if the Certificate representing such Shares shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person person requesting such payment shall have paid any all transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such Certificate surrendered and shall have or established to the reasonable satisfaction of the Surviving Corporation that such tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by to which the holder of such Certificate is entitled pursuant to this Article II, without interest3 No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article 3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Everlast Worldwide Inc), Agreement and Plan of Merger (Horowitz Seth)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record of a certificate or certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation reasonably may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed executed, or an "agent's message" in accordance with the instructions (case of a book entry transfer, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the Merger Consideration, without interest, for each share product of (A) the number of shares of Company Common Stock formerly represented by such CertificateCertificate and (B) the Merger Consideration, less any required withholding taxes, and the Certificate so surrendered shall immediately forthwith be canceled. If payment of No interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If any holder of a Certificate shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. If payment is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the Person person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such the surrendered Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.23.3(b), each Certificate converted into the right to receive cash pursuant to Section 3.2(a) hereof shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hotel Reservations Network Inc), Agreement and Plan of Merger (Travelnowcom Inc)
Payment Procedures. Promptly after (i) As promptly as practicable following the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause the Paying Agent to mail (and to make available for collection by hand) to each holder of record of Company a Certificate or Book-Entry Share that immediately prior to the Effective Time represented outstanding shares of Common Stock (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss together with any required bond or indemnity in lieu thereof) or Book-Entry Shares to the Paying Agent, Agent and which shall be in such the form and shall have such other customary provisions as Parent and the Company may reasonably agree) specify and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration into which the number of shares of Common Stock previously represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Agreement. Parent shall require the paying agent agreement to provide that the Paying Agent deliver such letter of transmittal and instructions not later than five (5) Business Days after the Effective Time. Upon surrender of a Certificate for cancellation Certificates (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) to the Paying Agent, including by the entry through a book-entry transfer agent of the surrender of any Shares held in book entry on a book-entry statement, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may customarily and reasonably be required by the Paying Agent), the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor an amount in cash equal to the product of (A) the number of shares of Common Stock represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares and (B) the Merger Consideration (less any applicable withholding Taxes). No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of shares of Common Stock that is not registered in the transfer records of the Company, payment upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer and other applicable Taxes have been paid or are not applicable. The Merger Consideration, without interest, for each paid in full (less any applicable withholding Taxes) with respect to any share of Company Common Stock formerly represented by such Certificatein accordance with the terms hereof, and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right have been paid in full satisfaction of all rights pertaining to receive the Merger Consideration as contemplated by this Article II, without interestsuch shares of Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MWI Veterinary Supply, Inc.), Agreement and Plan of Merger (Amerisourcebergen Corp)
Payment Procedures. Promptly after As promptly as practicable following the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent and Merger Sub shall cause the Paying Agent to mail to each holder of record (as of Company immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Common Stock (other than shares cancelled pursuant to Section 2.7(a)(ii) hereof and Dissenting Shares) (i) a letter of transmittal in customary form and reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of a Certificate Certificates for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration payable in respect thereof pursuant to the provisions of Company Common Stock formerly represented by such Certificatethis Article II, and the Certificate Certificates so surrendered shall immediately forthwith be canceled. If payment The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration is to be made to a Person other than payable upon the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder surrender of such Certificate surrendered and shall have established Certificates pursuant to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethis Section 2.8. Until surrendered as contemplated by this Section 2.2so surrendered, each Certificate outstanding Certificates shall be deemed at any time from and after the Effective Time to represent evidence only the right to receive the Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article II, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kellwood Co), Agreement and Plan of Merger (Kellwood Co)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days (3) Business Days thereafter), the Surviving Corporation Paying Agent, in accordance with written instructions received from the Company at or prior to the Effective Time, shall cause the Paying Agent to mail to each holder of record of Company Common Stock entitled to receive Merger Consideration pursuant to Section 2.1(c) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of such Certificates) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree(including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form)) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed (or accompanied by separate stock powers) and shall otherwise be in proper form for transfer (and the signature on the endorsement or stock power, as the case may be, shall be guaranteed by an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act) and (y) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Graham Holdings Co), Agreement and Plan of Merger (SmartPros Ltd.)
Payment Procedures. Promptly after following the Effective Time (but and in no any event more than within three business days thereafterBusiness Days), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record as of immediately prior to the Effective Time (other than holders of Owned Company Shares or Converted Company Shares) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (iother than Owned Company Shares or Converted Company Shares) (the “Certificates” (if any)); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Owned Company Shares or Converted Company Shares) (the “Uncertificated Shares”) (A) in the case of Certificates, a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) ); and (iiB) in the case of Certificates and Uncertificated Shares, instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for payment of the Merger ConsiderationPer Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of a Certificate Certificates for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate shall Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration, without interest, for each share product obtained by multiplying (x) the aggregate number of shares of Company Common Stock formerly represented by each such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and ; by (y) the Person requesting Per Share Price, and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Paying Agent (or such payment other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price, and the transferred Uncertificated Shares so surrendered will be cancelled. The Paying Agent shall have accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid any transfer and other taxes required by reason or accrued for the benefit of holders of the payment of Certificates and Uncertificated Shares on the Merger Consideration to a Person other than Per Share Price payable upon the registered holder surrender of such Certificate surrendered Certificates and shall have established Uncertificated Shares pursuant to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethis Section 2.9(c). Until surrendered as contemplated by this Section 2.2so surrendered, each Certificate shall outstanding Certificates and Uncertificated Shares will be deemed at any time from and after the Effective Time to represent evidence only the right to receive the Merger Consideration as contemplated by this Article IIPer Share Price, without interestinterest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vitamin Shoppe, Inc.), Agreement and Plan of Merger (Liberty Tax, Inc.)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Company Common Stock (other than the shares of Company Common Stock to be canceled in accordance with Section 2.01(b)) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent and the Company may reasonably agreeagree prior to the Closing Date) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon surrender of a Certificate or a Book Entry Share for cancellation cancelation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions (and such other customary documents as may reasonably be required by the Paying AgentAgent or Parent), the holder of such Certificate or Book Entry Share shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such CertificateCertificate or Book Entry Share, and the Certificate or Book Entry Share so surrendered shall immediately forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.03, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Momentive Performance Materials Inc.), Agreement and Plan of Merger (Momentive Performance Materials Inc.)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail mail, as soon as reasonably practicable after the Effective Time, to each holder of record of Company shares of Common Stock and Series A Stock (i) a letter of transmittal (which shall specify be in a form prepared by Parent and approved by the Company, such approval not to be unreasonably withheld, prior to the Effective Time), (A) specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be (B) containing an irrevocable waiver of any appraisal rights under Section 262 of the DGCL in such form and shall have such other customary provisions as Parent and connection with the Company may reasonably agree) Merger; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment the Common Stock Merger Consideration and Series A Merger Consideration (together with any declared and unpaid dividends on such securities, respectively, for which a record date has occurred prior to the Closing Date, in accordance with the terms of the Merger Considerationtheir respective securities). Upon the surrender of a Certificate for cancellation to the Paying Agent, together Agent in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of shares of Common Stock or Series A Preferred Stock, as applicable, represented by such Certificate multiplied by (y) the Common Stock Merger Consideration or Series A Merger Consideration, without interestas applicable (together with any declared and unpaid dividends on such securities, respectively, for each share which a record date has occurred prior to the Closing Date, in accordance with the terms of Company Common Stock formerly represented by such Certificatetheir respective securities), and the Certificate so surrendered shall immediately forthwith be canceledcancelled. If payment No interest shall be paid or accrued on any amount payable upon due surrender of the Merger Consideration Certificates. In the event of a transfer of ownership of shares of Common Stock or Series A Stock that is not registered in the transfer records of the Company, a check for any cash to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition paid upon due surrender of payment that (x) the Certificate so surrendered shall may be properly endorsed paid to such a transferee if the Certificate formerly representing such shares of Common Stock or shall otherwise be in proper form for Series A Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and (y) the Person requesting such payment shall to evidence that any applicable stock transfer taxes have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moscow Cablecom Corp), Agreement and Plan of Merger (Renova Media Enterprises Ltd.)
Payment Procedures. Promptly As soon as reasonably practicable, but no later than the fifth (5th) day, after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Company Common Stock Shares (other than Excluded Shares and any Dissenting Shares) (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates to the Paying AgentAgent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the such Certificates or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration pursuant to Section 1.07. Upon surrender of such a Certificate or Book-Entry Share for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by pursuant to such instructions (collectively, the Paying Agent“Transmittal Documents”), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock Share formerly represented by such CertificateCertificate or Book-Entry Share, without any interest thereon, less any required withholding of taxes, and the Certificate or Book-Entry Share so surrendered shall immediately thereupon be canceled. If In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued and paid in accordance with this Article II to the transferee of such shares if the Certificate evidencing such shares is presented to the Paying Agent and is properly endorsed or otherwise in proper form for transfer. In such event, the signature on the Certificate or any related stock power must be properly guaranteed and the Person requesting payment of the Merger Consideration is to be made to a Person must either pay any Transfer Tax or other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate so surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such tax either Tax has been paid or is not applicable. The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following surrender of such a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with Book-Entry Shares. No interest will be payable on any Merger Consideration. Until surrendered as contemplated by in accordance with this Section 2.22.02, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender, the Merger Consideration for each share of Company Shares (other than Excluded Shares and any Dissenting Shares) formerly represented by such Certificate or Book-Entry Share. The Payment Fund shall not be used for any purpose other than as contemplated by set forth in this Article II. Any interest, without interestdividends or other income earned on the investment of cash held in the Payment Fund shall be for the account of the Surviving Corporation. The Merger Consideration delivered upon surrender of the Certificates and the Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares represented by such Certificates or Book-Entry Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FOHG Holdings, LLC), Agreement and Plan of Merger (Frederick's of Hollywood Group Inc /Ny/)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Payment Agent shall cause the Paying Agent to mail to each holder of record of Company Common Stock a certificate or certificates which immediately prior to the Effective Time represented Shares (the "Certificates"), the following documents: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, Payment Agent and which shall be in such form and shall have such other customary provisions as Parent and the Company Concord may reasonably agree) specify); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationwith respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent, Payment Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly Consideration payable with respect to the Shares represented by such CertificateCertificate pursuant to the provisions of this Article II, and the Certificate so surrendered shall immediately forthwith be canceledcancelled. If In the event that a holder has lost or misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Concord so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to the Company's transfer agent and the Payment Agent shall accompany such letter of transmittal in lieu of the applicable Certificate. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, payment of the applicable Merger Consideration is to may be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) transferee if the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for representing such Shares is presented to the Payment Agent, accompanied by all documents required to evidence and effect such transfer and (y) the Person requesting such payment shall by evidence that any applicable stock transfer taxes have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Article II, without interestSection 2.2. No interest shall accrue or be paid to any beneficial owner of Shares or any holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Milestone Properties Inc), Agreement and Plan of Merger (Concord Assets Group Inc)
Payment Procedures. Promptly after following the Effective Time (but Time, and in no any event more than within three business days thereafter)Business Days, Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record (as of Company Common Stock immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Shares, and (ii) non-certificated Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7, (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent), and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for payment of the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of a Certificate Certificates for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration, without interest, for each share of Company Common Stock formerly represented product obtained by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that multiplying (x) the aggregate number of Shares represented by such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and that were converted into the right to receive the Merger Consideration pursuant to Section 2.7, by (y) the Person requesting Merger Consideration (less any applicable withholding Tax pursuant to Section 2.9(e)), and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Paying Agent (or such payment other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall have paid any transfer and other taxes required be entitled to receive in exchange therefor an amount in cash equal to the product obtained by reason multiplying (x) the aggregate number of Shares represented by such holder’s transferred Uncertificated Shares that were converted into the payment of right to receive the Merger Consideration pursuant to a Person Section 2.7, by (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 2.9(e)), and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than the registered holder of such Certificate surrendered Certificates and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2Uncertificated Shares representing any Dissenting Shares) shall, each Certificate shall be deemed at any time from and after the Effective Time to represent Time, evidence only the right to receive the Merger Consideration as contemplated by Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Black Box Corp)
Payment Procedures. Promptly (i) As soon as possible after the Effective Time (but and in no any event more than within three business days (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock a Certificate or Certificates that immediately prior to the Effective Time represented outstanding Shares (iother than Excluded Shares and Dissenting Shares) (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which letter shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Per Share Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a any Certificate for cancellation (or affidavit of loss in lieu thereof) to the Paying Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may be reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor an amount of cash in immediately available funds equal to (x) the Merger Consideration, without interest, for each share number of Company Common Stock formerly Shares represented by such CertificateCertificate (or affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration (less any required Tax withholdings as provided in Section 2.2(h)), and the Certificate so surrendered shall immediately forthwith be canceled. If payment In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Merger Consideration is to Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that (x) the if such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid pay any transfer and or other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax either Tax has been paid or is not applicable. Until surrendered as contemplated by No interest shall be paid or accrue on any cash payable pursuant to this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Borgwarner Inc), Agreement and Plan of Merger (Remy International, Inc.)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share amount of cash into which the shares of Company Common Stock formerly represented by such CertificateCertificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall immediately forthwith be canceled. If payment In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Merger Consideration is to Company, the proper amount of cash may be made paid in exchange therefor to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid pay any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II, without interestConsideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SBS Technologies Inc), Agreement and Plan of Merger (Invision Technologies Inc)
Payment Procedures. Promptly after As promptly as practicable following the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent and Merger Sub shall cause the Paying Exchange Agent to mail to each holder of record (as of Company Common Stock immediately prior to the Effective Time) of shares of Non-Electing Shares (i) a letter of transmittal in customary form and containing customary provisions (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Paying Exchange Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) (a “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for payment the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Each holder of Electing Shares shall have previously completed and delivered to the Exchange Agent a Letter of Transmittal in accordance with Section 2.7(f)(ii) above. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Merger Consideration. Upon shares of Company Common Stock represented by a Certificate or Uncertificated Share, upon (x) surrender to the Exchange Agent of a Certificate for cancellation to the Paying AgentCertificate, together with such letter of transmittal, a duly completed and validly executed in accordance with the instructions (Letter of Transmittal and such other customary documents as may reasonably be required requested by the Paying Exchange Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) receipt of an “agent’s message” by the Person requesting Exchange Agent (or such payment shall have paid any other evidence, if any, of transfer and other taxes required by reason as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares. Until so surrendered or transferred, as the payment of the Merger Consideration to a Person other than the registered holder of case may be, each such Certificate surrendered and or Uncertificated Share shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article II, without interest. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Share.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Microchip Technology Inc), Agreement and Plan of Merger (Micrel Inc)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented the outstanding shares of Company Common Stock converted into the right to receive the portion of the Merger Consideration payable for such Company Common Stock, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form Agent and shall have contain such other customary provisions as Parent and the Company may shall reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment the portion of the Merger ConsiderationConsideration payable upon surrender of said Certificates. Parent shall use reasonable efforts to cause such mailings to occur no later than three (3) business days after the Effective Time. Upon surrender of a Certificate Certificates for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to those instructions, the holder holders of such Certificate Certificates formerly representing the Company Common Stock shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment portion of the Merger Consideration is to be made to a Person other than payable for such shares of Company Common Stock, and the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate Certificates so surrendered shall forthwith be properly endorsed or canceled. Until so surrendered, outstanding Certificates shall otherwise be in proper form deemed from and after the Effective Time, for transfer and (y) all corporate purposes, to evidence only the Person requesting such payment shall have paid any transfer and other taxes required by reason ownership of the payment respective portion of the Merger Consideration to a Person other than which the registered record holder of such Certificate surrendered Certificates is entitled by virtue thereof. Promptly following surrender of any such Certificates and the duly executed letters of transmittal, the Paying Agent shall have established deliver to the reasonable satisfaction record holders thereof, without interest, the portion of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article IIto which such holder is entitled upon surrender of said Certificates, without interestsubject to the restrictions set forth herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oplink Communications Inc), Agreement and Plan of Merger (Optical Communication Products Inc)
Payment Procedures. Promptly As promptly as practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock a Certificate: (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment the right to receive the Per Share Amount with respect to each share of the Merger ConsiderationCompany Common Stock evidenced by such Certificate. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for Per Share Amount with respect to each share of Company Common Stock formerly represented evidenced by such Certificate, and the Certificate so surrendered shall immediately forthwith be canceled. If payment In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Merger Consideration is to Company, the proper amount of cash may be made paid in exchange therefor to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid pay any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated Per Share Amount with respect to each share of Company Common Stock evidenced by this Article II, without interestsuch Certificate. No interest will be paid or will accrue on the Per Share Amount payable upon surrender of any Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bravo Holdco), Agreement and Plan of Merger (Broadvision Inc)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each person who was, at the Effective Time, a holder of record of Company Common Stock Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender to the Paying Agent of a Certificate for cancellation to the Paying Agentcancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock Share formerly represented evidenced by such Certificate, and the such Certificate so surrendered shall immediately then be canceled. If In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration is to may be made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if the Certificate representing such Shares shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person person requesting such payment shall have paid any all transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such Certificate surrendered and shall have or established to the reasonable satisfaction of the Surviving Corporation that such tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by to which the holder of such Certificate is entitled pursuant to this Article II, without interestIII. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Everlast Worldwide Inc), Agreement and Plan of Merger (Horowitz Seth)
Payment Procedures. Promptly As soon as practicable after the Effective Time (but in no event more later than three the second business days day thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock as of immediately prior to the Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such a customary form and shall have such other customary provisions as Parent and reasonably acceptable to the Company may reasonably agree) Company), and (ii) instructions for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for payment of the applicable Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a Certificate or Book-Entry Shares, as applicable, for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)executed, the holder of such Certificate or Book-Entry Shares, as applicable, shall be entitled to receive in exchange therefor the applicable Merger Consideration, without interest, in exchange for each share of Company Common Stock formerly represented by such CertificateCertificate or Book-Entry Shares, as applicable, and the Certificate or Book-Entry Shares, as applicable, so surrendered shall immediately forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.22.05(b), each Certificate or Book-Entry Shares, as applicable, (other than a Certificate or Book-Entry Shares, as applicable, representing shares of Common Stock cancelled in accordance with Section 2.01(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IIConsideration, without interest, into which the shares of Common Stock theretofore represented by such Certificate or Book-Entry Shares, as applicable, are convertible into pursuant to Section 2.01(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tiptree Financial Inc.), Agreement and Plan of Merger (Fortegra Financial Corp)
Payment Procedures. Promptly As soon as reasonably practicable (and in any event not later than five business days) after the Effective Time (but in no event more than three business days thereafter)Initial Distribution Date, the Surviving Corporation shall cause the Paying Agent to mail be mailed to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares are converted pursuant to Section 2.1(c) into the right to receive the merger consideration described in Section 2.1(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, Payment Agent and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment the portions, if any, of the Merger ConsiderationPrice and Incremental Amount, if any, deposited with the Payment Agent on the Initial Distribution Date. Upon surrender of a Certificate for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a check representing such portion, if any, of the Merger ConsiderationPrice and Incremental Amount, without interestif any, for each per share of Company Common Stock formerly represented by thereby which such Certificateholder has the right to receive pursuant to the provisions of Section 2.1(c), and the Certificate so surrendered shall immediately forthwith be canceledcancelled. If payment Except as otherwise provided in this Agreement, the Tax Escrow Agreement or the Escrow Agreement, in no event shall the holder of the Merger Consideration is any Certificate be entitled to receive interest on any funds to be made to a Person other than received in the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicableMerger. Until surrendered as contemplated by this Section 2.22.4(b), each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by merger consideration provided for in this Article II, without interestAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Entex Information Services Inc), Agreement and Plan of Merger (Siemens Aktiengesellschaft)
Payment Procedures. Promptly after the Effective Time (but in no event more a) No later than three business forty-five (45) days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock following (i) a letter in the case of transmittal (Gross Proceeds actually received by the Public Company during the CVR Period, any Calendar Quarter in which shall specify that delivery shall be effected, and risk of loss and title to Gross Proceeds are actually received by the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Public Company may reasonably agree) and (ii) instructions for use in effecting the surrender case of Gross Proceeds received after the expiration of the Certificates in exchange for payment CVR Period, but pursuant to a Legacy Asset Disposition Agreement entered into during the CVR Period, the receipt of such Gross Proceeds received after the expiration of the Merger ConsiderationCVR Period, Public Company shall (i) deliver to the Rights Agent, a certificate certifying to and specifying in reasonable detail the aggregate amount of (A) the Gross Proceeds received by Public Company or its Affiliates during such period, as the case may be; (B) the CVR Proceeds for such period, including the Permitted Deductions reflected in such CVR Proceeds; and (C) the CVR Payment payable to Holders, if any, in respect of such CVR Proceeds, and (ii) deliver to the Rights Agent, or as the Rights Agent directs, the aggregate CVR Payment (if any) by wire transfer of immediately available funds to an account designated by the Rights Agent. Upon surrender receipt of a Certificate for cancellation the wire transfer referred to in the foregoing sentence, the Rights Agent shall promptly (and in any event, within ten (10) Business Days) pay, by check mailed, first-class postage prepaid, to the Paying address of each Holder set forth in the CVR Register at such time or by other method of delivery as specified by the applicable Holder in writing to the Rights Agent, together with an amount equal to the product determined by multiplying (i) the quotient determined by dividing (A) the applicable CVR Payment by (B) the total number of CVRs registered in the CVR Register at such letter time, by (ii) the number of transmittalCVRs registered to such Holder in the CVR Register at such time. For the avoidance of doubt, duly completed and validly executed Public Company shall have no further liability in respect of the relevant CVR Payment (or the applicable Gross Proceeds or CVR Proceeds) upon delivery of such CVR Payment in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, this Section 2.4(a) and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by each of Public Company’s obligations set forth in this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest2.4(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CohBar, Inc.), Contingent Value Rights Agreement (CohBar, Inc.)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock (ia Certificate or Certificates whose shares were converted into the right to receive the Merger Consideration or the Series B Cash Consideration as applicable pursuant to Section 2.1(a) a letter of transmittal in a form prepared prior to the Effective Time and reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsideration or the Series B Cash Consideration as applicable. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor therefore (i) in the case of a Common Certificate, a cash payment representing the Merger Consideration, without interest, Consideration for each share of Company Sizeler Common Stock formerly represented by thereby, which such holder has the right to receive pursuant to this Article II and (ii) in the case of a Preferred Certificate, and a cash payment representing the Series B Cash Consideration for each share of Sizeler Series B Preferred Stock represented thereby (if the Series B Merger Approval has been obtained prior to the Effective Time), which such holder has the right to receive pursuant to this Article II, and, in each case the Certificate so surrendered shall immediately forthwith be canceled. If payment In the event of a transfer of ownership of Sizeler Common Stock or Sizeler Series B Preferred Stock that is not registered in the transfer records of the Merger Consideration is Company prior to the Effective Time, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that (x) the if such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Common Certificate and (if the Series B Merger Approval has been obtained prior to the Effective Time) each Preferred Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon surrender of such Certificate, the Merger Consideration consideration into which the shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1(a) together with the dividends, if any, which may have been declared by the Company on the Sizeler Common Stock or the Sizeler Series B Preferred Stock, as contemplated by applicable, in accordance with the terms of this Article II, without interestAgreement and which remain unpaid at the Effective Time. The Acquiror and the Surviving Corporation shall pay all fees and expenses of the Paying Agent in connection with the Exchange Fund and the distributions therefrom.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sizeler Property Investors Inc), Agreement and Plan of Merger (Revenue Properties Co LTD)
Payment Procedures. Promptly after following the Effective Time (but and in no any event more than three business days within five Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Payment Agent to mail to each holder of record as of immediately prior to the Effective Time of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares, as applicable) (the “Certificates” (if any)) (i) a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Payment Agent), and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment the Per Share Price payable with respect to the shares of the Merger ConsiderationCompany Common Stock formerly represented thereby pursuant to Section 2.7(a). Upon surrender of a Certificate Certificates for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate shall Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration, without interest, for each share product obtained by multiplying (x) the aggregate number of shares of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and Certificates by (y) the Person requesting Per Share Price, and the Certificates so surrendered will forthwith be cancelled. Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Common Stock (other than Owned Company Shares) (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such payment shall have holder is entitled to receive pursuant to Section 2.7(a) in respect of such Uncertificated Shares. In lieu thereof, any such record holder, upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request), will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares by (2) the Per Share Price, and the transferred Uncertificated Shares will be cancelled. No interest will be paid any transfer and other taxes required by reason or accrued for the benefit of holders of the payment of Certificates and Uncertificated Shares on the Merger Consideration to a Person other than Per Share Price payable upon the registered holder surrender of such Certificate surrendered Certificates and shall have established transfer of Uncertificated Shares pursuant to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethis Section 2.9(c). Until so surrendered as contemplated by this Section 2.2or transferred, each Certificate shall outstanding Certificates and Uncertificated Shares will be deemed at any time from and after the Effective Time to represent evidence only the right to receive the Merger Consideration as contemplated by this Article II, without interestPer Share Price payable in respect thereof pursuant to Section 2.7(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Haynes International Inc), Agreement and Plan of Merger (Haynes International Inc)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Paying Agent to mail to each holder of record (other than the Company or any Subsidiary of the Company or Parent, Sub or any other Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company reasonably may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the Merger Consideration, without interest, for each share product of (x) the number of shares of Company Common Stock formerly represented by such CertificateCertificate and (y) the Merger Consideration, and the Certificate so surrendered shall immediately forthwith be canceled. If payment of Absolutely no interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly promptly endorsed or shall otherwise be in proper form for transfer and (y) that the Person person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such the surrendered Certificate surrendered and shall have or established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.23.3(b), each Certificate (other than Certificates representing Shares owned by Parent or any subsidiary of Parent or held in the treasury of the Company) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (G I Holdings Inc), Agreement and Plan of Merger (U S Intec Inc)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Closing Date, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock (i) a letter of transmittal in the form set forth in Exhibit D (which shall specify that delivery shall be effecteda “Letter of Transmittal”), an Indemnity Joinder Agreement and risk of loss and title a Financing Joinder Agreement, as applicable, to each Stockholder at the address set forth opposite each such Stockholder’s name on the Payment Spreadsheet (except to the Certificates shall pass, only upon delivery extent any of the Certificates such documents have previously been received by Parent prior to the Paying AgentClosing from such Stockholder). After delivery to Parent of a Letter of Transmittal, the Joinder Agreements and which shall be in such form and shall have such any other customary provisions as documents (including applicable tax forms) that Parent and or the Company Escrow Agent may reasonably agree) and require in connection therewith (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation except to the Paying Agent, together with extent any of such letter of transmittaldocuments have previously been received by Parent prior to the Closing from such Stockholder) (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, and a certificate representing shares of Company Capital Stock (and such other customary documents as may reasonably be required by the Paying Agent“Company Stock Certificates”), Parent shall issue to the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment stock portion of the Merger Consideration is issuable in respect thereto pursuant to be made Section 1.6(b)(i) and 1.6(b)(v) as set forth in the Payment Spreadsheet (less the number of shares of Parent Common Stock withheld and deposited in the Escrow Fund pursuant to a Person other than Section 1.6(b)(i) and Section 1.7(a) as set forth in the Person in whose name Payment Spreadsheet), and the surrendered Certificate is registered, it shall be a condition of payment that (x) the Company Stock Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.2so surrendered, each Company Stock Certificate shall be deemed at any time outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to represent evidence only the right to receive the stock payable, if any, in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been so converted. No portion of the Merger Consideration as contemplated by this Article II, without interestwill be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate and validly executed Exchange Documents pursuant hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time, but in no event later than four (4) business days after the Effective Time (but assuming the Company has provided to Acquiror an electronic list of the names, addresses, and tax identification numbers of the Company Stockholders and the information provided in no event more than three the certificate in Section 6.08 at least one (1) business days thereafterday prior to the Effective Time), the Surviving Corporation Acquiror shall cause the Paying Exchange Agent to mail to each holder record holder, as of record the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.01(c)): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment therefor. The Exchange Agent shall provide to the Company (for delivery to the Company Stockholders) all such documentation in advance of the Merger ConsiderationEffective Time, but in any event not less than one (1) week prior to the Closing Date. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Paying AgentCertificate, together with such letter of transmittal, transmittal duly completed executed and validly executed in accordance with the instructions (and such any other customary documents as may reasonably be required by the Paying Agent)documents, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationapplicable consideration set forth in Section 2.01, without interest, for each share and such Certificate shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of Company Common Stock formerly represented by which are not registered in the transfer records of the Company under the name of the Person surrendering such Certificate, and a certificate representing the Certificate so surrendered shall immediately proper number of shares of Acquiror Common Stock may be canceled. If payment of the Merger Consideration is to be made issued to a Person other than the Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that registered if (x) the such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) the such Person surrendering such Certificate and requesting such payment issuance shall have paid pay any transfer and or other taxes Taxes required by reason of the payment issuance of the Merger Consideration shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Acquiror that such tax either has Taxes have been paid or is are not applicable, and (z) such Person surrendering such certificate shall, if required by Acquiror, have such Person's signature guaranteed by a bank, brokerage firm or other financial intermediary that is a member of a medallion guarantee program. Until surrendered as contemplated by in accordance with the provisions of this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article IIapplicable consideration set forth in Section 2.01, without interestany interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Titan Corp), Agreement and Plan of Merger (Titan Corp)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter)The Company shall mail, the Surviving Corporation or shall cause the Paying Agent its designee to mail mail, to each Person that is a holder of record of Company Common Stock entitled to receive the amounts set forth in Section 2.2(b): (i) a letter of transmittal transmittal, in the form attached as Exhibit F hereto (the “Letter of Transmittal”), which shall specify that (A) the Stockholders’ Representative is designated to serve in the capacity set forth in Section 10.16, and (B) delivery shall will be effected, and risk of loss and title to the Certificates shall certificates evidencing such shares of Company Stock (the “Certificates”) will pass, only upon proper delivery of the Certificates and the Letter of Transmittal to the Paying AgentCompany, with copies delivered to the Stockholders’ Representative and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) Buyer, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment the portion of the Merger ConsiderationClosing Date Payment Amount to be paid to such holder of record of Company Stock by the Stockholders’ Representative in accordance with Section 2.2(b). Upon surrender to the Company of a Certificate for cancellation and a copy thereof being delivered to the Paying AgentStockholders’ Representative and Buyer, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall will be entitled to receive in exchange therefor the Merger Consideration, without interest, for amount to be paid in respect of each share of Company Common Stock formerly represented evidenced by such CertificateCertificate in accordance with Section 2.2(b), and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethen be cancelled. Until surrendered as contemplated by this Section 2.2Section 2.6, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by amount of cash, if any, to which the holder of such Certificate is entitled pursuant to this Article Article II, without interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Charles River Laboratories International Inc)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock a Certificate: (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment the right to receive the Per Share Amount with respect to each share of the Merger ConsiderationCompany Common Stock evidenced by such Certificate. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for Per Share Amount with respect to each share of Company Common Stock formerly represented evidenced by such Certificate, and the Certificate so surrendered shall immediately forthwith be canceled. If payment In the event of a transfer of ownership of shares of Company Capital Stock that is not registered in the transfer records of the Merger Consideration is to Company, the proper amount of cash may be made paid in exchange therefor to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid pay any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Amount with respect to each share of Company Common Stock evidenced by such Certificate. No interest will be paid or will accrue on the Merger Consideration as contemplated by this Article II, without interestpayable upon surrender of any Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hanover Direct Inc), Agreement and Plan of Merger (Blue Martini Software Inc)
Payment Procedures. Promptly As soon as practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company a certificate (each a “Certificate”) representing shares of Common Stock or Class A Common Stock, other than shares owned by Parent, the Company and any wholly-owned subsidiary of Parent or the Company, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent, Agent and which shall be in such a form and shall have such other customary provisions as Parent and the Company may reasonably agreespecify) and (ii) instructions for the use thereof in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share amount of Company cash into which the shares of Common Stock formerly theretofore represented by such CertificateCertificate shall have been converted pursuant to Section 1.6, and the Certificate Certificates so surrendered shall immediately forthwith be canceled. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. If payment of the Merger Consideration is to be made to a Person person other than the Person person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that (x) the such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the Person person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder transfer of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.21.7, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any shares of Common Stock or Class A Common Stock owned by Parent or any wholly-owned subsidiary of Parent or held in the treasury of the Company or by any wholly-owned subsidiary of the Company) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 1.7. Notwithstanding the foregoing, none of the Paying Agent, the Surviving Corporation or any party hereto shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. In the event any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as contemplated by this Article IIit may reasonably direct as indemnity against any claim that may be made against Parent, without interestthe Company or the Paying Agent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Net2phone Inc), Agreement and Plan of Merger (Idt Corp)
Payment Procedures. Promptly after following the Effective Time (but and in no any event more than three business days thereafterwithin five (5) Business Days), Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail to each holder of record (as of Company Common Stock immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding Shares (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) subject to the last sentence of this Section 2.9(c), uncertificated Shares that represented outstanding Shares (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Payment Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) ); and (iiB) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for payment of the Merger ConsiderationPer Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of a Certificate Certificates for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate shall Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration, without interest, for each share product obtained by multiplying (x) the aggregate number of Company Common Stock formerly Shares represented by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and ; by (y) the Person requesting Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such payment shall have other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of Shares represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid any transfer and other taxes required by reason or accrued for the benefit of holders of the payment of Certificates and Uncertificated Shares on the Merger Consideration to a Person other than Per Share Price payable upon the registered holder surrender of such Certificate surrendered Certificates and shall have established Uncertificated Shares pursuant to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethis Section 2.9(c). Until surrendered as contemplated by this Section 2.2so surrendered, each Certificate shall outstanding Certificates and Uncertificated Shares will be deemed at any time from and after the Effective Time to represent evidence only the right to receive the Merger Consideration as contemplated by this Article IIPer Share Price, without interestinterest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (RealPage, Inc.)
Payment Procedures. Promptly (i) As soon as possible after the Effective Time (but and in no any event more than within three business days (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (iother than Excluded Shares) (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which letter shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Per Share Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a any Certificate for cancellation (or affidavit of loss in lieu thereof) to the Paying Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may be reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor an amount of cash in immediately available funds equal to (x) the Merger Consideration, without interest, for each share number of shares of Company Common Stock formerly represented by such CertificateCertificate (or affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration (less any required Tax withholdings as provided in Section 2.10(h)), and the Certificate so surrendered shall immediately forthwith be canceled. If payment In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Merger Consideration is to Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that (x) the if such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid pay any transfer and or other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax either Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or accrue on any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interestcash payable upon surrender of any Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Telecommunication Systems Inc /Fa/), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)
Payment Procedures. Promptly after following the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (x) a certificate or certificates (the “Certificates”) or (y) uncertificated shares represented by book-entry (“Book Entry Shares”), which, in each case, represented, immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying AgentPayment Agent or, and which shall be in such form and shall have such other customary provisions the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as Parent and the Company may reasonably agree) applicable, and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of a Certificate Certificates or Book-Entry Shares for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration payable in respect thereof pursuant to the provisions of Company Common Stock formerly represented by such Certificatethis Article III, and the Certificate Certificates or Book-Entry Shares so surrendered shall immediately forthwith be canceled. If payment The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration is to be made to a Person other than payable upon the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder surrender of such Certificate surrendered and shall have established Certificates pursuant to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethis Section 3.8. Until surrendered as contemplated by this Section 2.2so surrendered, each Certificate outstanding Certificates shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive the Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article II, without interestIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (ArcSight Inc)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter)Time, Parent and the Surviving Corporation shall cause the Paying Payment Agent to mail to each holder of record of Company Common Stock a certificate or certificates which immediately prior the Effective Time evidenced outstanding Shares (the "Certificates"), (i) a letter Letter of transmittal (which shall specify Transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof in accordance with Section 2.8(e)) to the Paying Payment Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the applicable Merger Consideration. Upon surrender of a Certificate for cancellation or submission of an affidavit of loss in lieu thereof in accordance with Section 2.8(e) herein to the Paying Agent, Payment Agent together with such letter Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)executed, the holder of such Certificate shall be entitled to receive in exchange therefor and the Payment Agent shall send to the holder of such Certificate a check in the amount (after giving effect to any required tax withholdings) equal to the Merger Consideration, without interest, for each share Consideration multiplied by the number of Company Common Stock formerly Shares theretofore represented by such Certificate, and the Certificate so surrendered shall immediately forthwith be canceled. Such payment shall be mailed promptly after receipt of such Certificate together with a properly completed Letter of Transmittal. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration, without interest thereon. If payment any portion of the Merger Consideration is to be made paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of to such payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the Person requesting such payment shall have paid pay to the Payment Agent any transfer and or other taxes required by reason as a result of the such payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation Payment Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interestpayable.
Appears in 2 contracts
Samples: Tender Offer and Merger Agreement (Dp Acquisition Corp), Offer and Merger Agreement (Air Express International Corp /De/)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock a Certificate or Certificates whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share amount of cash into which the aggregate number of shares of Company Common Stock formerly previously represented by such CertificateCertificate shall have been converted pursuant to Section 2.1(a), and the Certificate so surrendered shall immediately forthwith be canceled. If payment In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Merger Consideration is to Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that (x) the if such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon surrender of such Certificate, the Merger Consideration as contemplated into which the shares of Company Common Stock theretofore represented by this Article II, without interestsuch Certificate shall have been converted pursuant to Section 2.1(a). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Growth Properties Inc), Agreement and Plan of Merger (Rouse Company)
Payment Procedures. Promptly after following the Effective Time (but and in no any event more than within three business days thereafter(3) Business Days), Parent and the Surviving Corporation shall cause direct the Paying Payment Agent to mail to each holder of record as of immediately prior to the Effective Time of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares, as applicable) (the “Certificates”), if any, (i) a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying AgentPayment Agent (or effective affidavits of loss in lieu thereof in accordance with Section 2.11)), and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment the Per Share Price payable with respect to the shares of the Merger ConsiderationCompany Common Stock formerly represented thereby pursuant to Section 2.7. Upon surrender of a Certificate Certificates for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate shall Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration, without interest, for each share product obtained by multiplying (x) the aggregate number of shares of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and Certificates by (y) the Person requesting Per Share Price, and the Certificates so surrendered will forthwith be cancelled. Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Common Stock (other than Owned Company Shares) (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such payment shall have holder is entitled to receive pursuant to Section 2.7 in respect of such Uncertificated Shares. In lieu thereof, such record holder of Uncertificated Shares, upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request), will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares by (2) the Per Share Price, and the transferred Uncertificated Shares will be cancelled. No interest will be paid any transfer and other taxes required by reason or accrued for the benefit of holders of the payment of Certificates or Uncertificated Shares on the Merger Consideration to a Person other than Per Share Price payable upon the registered holder surrender of such Certificate surrendered Certificates and shall have established transfer of such Uncertificated Shares pursuant to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethis Section 2.9(c). Until so surrendered as contemplated by this Section 2.2or transferred, each Certificate shall outstanding Certificates and Uncertificated Shares will be deemed at any time from and after the Effective Time to represent evidence only the right to receive the Merger Consideration as contemplated by this Article II, without interestPer Share Price payable in respect thereof pursuant to Section 2.7.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oak Street Health, Inc.), Agreement and Plan of Merger (CVS HEALTH Corp)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Acquiror ------------------ shall cause the Paying Exchange Agent to mail to each holder Holder who, as of record the Effective Time, holds a Certificate or Certificates that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any Treasury Stock): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) transmittal; and (ii) instructions for use in effecting the surrender of the Certificates for cancellation and delivery in exchange for payment therefor of the Merger Consideration. Upon surrender to the Exchange Agent and cancellation of a Certificate for cancellation to the Paying AgentCertificate, together with such letter of transmittal, transmittal duly completed executed and validly executed in accordance with the instructions (and such any other customary documents as may reasonably be required by the Paying Agent)documents, the holder Holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of the Merger Consideration, without interest, for each share Consideration as determined pursuant to Section ------- 2.1(a) and Section 2.1(d). In the event of a surrender of a Certificate ------ -------------- representing shares of Company Common Stock formerly represented by which are not registered in the transfer records of the Company under the name of the Holder surrendering such Certificate, and a certificate representing the Certificate so surrendered shall immediately proper number of shares of Acquiror Common Stock may be canceled. If payment of the Merger Consideration is to be made issued to a Person other than the Person Holder in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment issuance shall have paid pay any transfer and or other taxes Taxes required by reason of the payment issuance of the Merger Consideration shares of Acquiror Common Stock to a Person other than the registered holder Holder of such Certificate surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Acquiror that such tax either has Taxes have been paid or is are not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent for ----------- all purposes only the right to receive the applicable amount of the Merger Consideration with respect thereto as contemplated by this Article IIdetermined pursuant to Section 2.1(a) and -------------- Section 2.1(d), in each case without interest.any interest thereon. --------------
Appears in 1 contract
Samples: Agreement and Plan of Merger (Answerthink Consulting Group Inc)
Payment Procedures. Promptly after the Effective Time (Promptly, but in no event more later than three business days thereafter)(3) Business Days, after the Surviving Corporation Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate or Book-Entry Shares that immediately prior to the Effective Time represented shares of Company Common Stock that were converted into the right to receive the Merger Consideration pursuant to Section 1.8 (ia) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be Agent or upon adherence to the procedures for Book-Entry Shares set forth in such form and shall have such other customary provisions as Parent and the Company may reasonably agreeletter of transmittal) and (iib) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Such letter of transmittal shall be in customary form and have such other provisions as Parent may reasonably specify (with such letter of transmittal being reasonably acceptable to Company prior to the Effective Time). Upon surrender of a Certificate for cancellation to the Paying AgentAgent or to such other agent or agents as Parent may appoint of Certificates or an “agent’s message” in respect of Book-Entry Shares, together with such letter of transmittal, duly completed executed and validly executed in accordance with the instructions (completed, and such other customary documents as the Paying Agent may reasonably be required by the Paying Agent)require, the holder of such Certificate Company Common Stock shall be entitled to receive the Merger Consideration in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such CertificateCertificate or Book-Entry Shares, and the Certificate and Book-Entry Shares so surrendered shall immediately forthwith be canceled. No interest shall be paid or accrue on the Merger Consideration. If payment any portion of the Merger Consideration is to be made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, then it shall be a condition to the payment of payment such Merger Consideration that (xi) the Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (yii) the Person requesting such payment shall have (A) paid any transfer and other taxes Taxes required by reason of the such payment of the Merger Consideration to in a Person name other than that of the registered holder of such the Certificate surrendered and shall have or (B) established to the reasonable satisfaction of the Surviving Corporation Parent that any such tax Taxes either has have been paid or is are not applicablepayable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive Payment of the Merger Consideration as contemplated by this Article II, without interestwith respect to Book-Entry Shares shall only be payable to the Person in whose name such Book-Entry Shares are registered.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Assisted Living Concepts Inc)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days five Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent and the Company may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Common Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Common Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately forthwith be canceled. If payment of the Common Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Common Merger Consideration to a Person other than the registered holder of such Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Common Merger Consideration as contemplated by this Article II, without interest.
Appears in 1 contract
Payment Procedures. Promptly after the Effective Time Time, in any event no later than five (but in no event more than three business 5) days thereafter)following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock a Certificate or book-entry share (a “Book-Entry Share”) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal and which shall be in such form and shall have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent and the Company may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate or Book-Entry Shares for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration, without interestless any required withholding of Taxes, for each share of Company Common Stock formerly represented by such CertificateCertificate or Book-Entry Shares, and the Certificate or Book-Entry Shares so surrendered shall immediately forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Table of Contents Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Maine & Maritimes Corp)
Payment Procedures. Promptly No more than two (2) Business Days after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock and Preferred Stock (i) a form of letter of transmittal (which shall (A) specify that delivery shall be effected, and risk of loss and title to the Stock Certificates held by such Person shall pass, only upon proper delivery of the Stock Certificates to the Paying Agent, and which shall (B) be in customary form reasonably acceptable to Parent and the Company with no representations or warranties or indemnities from holders thereof other than customary representations and warranties from such form holders with respect to ownership of such stock and shall the right and authority to sell such stock, and (C) have such other customary provisions as Parent and the Company may shall mutually agree (including an affidavit of non-foreign status of each of the holders that complies with Section 1445 of the Code) and shall be in form and substance reasonably agree) satisfactory to Parent and the Company), and (ii) instructions for use in effecting the surrender of the Stock Certificates or the appropriate documentation in exchange for payment of the applicable Merger Consideration, in each case in accordance with, and subject to, the terms of this Article III. Upon surrender of a Stock Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying AgentAgent consistent with this Section 3.2(b), as of the Effective Time, the holder of such Stock Certificate shall be entitled to receive in exchange therefor the applicable Merger Consideration, without interest, for each share of Company Common Stock Consideration into which the shares formerly represented by such CertificateStock Certificate shall have been converted pursuant, and subject, to the terms of this Article III, and the Stock Certificate so surrendered shall immediately forthwith be canceledcancelled. If payment In the event of a transfer of ownership of a share of a Company Security that is not registered in the stock transfer books of the Company, the proper amount of Merger Consideration is to (as determined in accordance with, and subject to, the terms this Article III) may be made paid in exchange therefor to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) accompanied by all the documents required by this Section 3.2(b), and the Person requesting such payment shall have paid pay any transfer and or other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax either Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interestCertificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NextWave Wireless LLC)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record (other than the Company, Parent, Merger Sub or any of their respective subsidiaries or holders of Dissenting Shares) of a certificate or certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation reasonably may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled paid in cash an amount equal to receive in exchange therefor the Merger Consideration, without interest, for each share product of (x) the number of shares of Company Common Stock formerly represented by such CertificateCertificate and (y) the Merger Consideration, and the Certificate so surrendered shall immediately forthwith be canceled. If payment of Absolutely no interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly promptly endorsed or shall otherwise be in proper form for transfer and (y) that the Person person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such the surrendered Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.22.7(b), each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestin Section 2.6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Autologic Information International Inc)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days (3) Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock (other than the holders of Shares cancelled pursuant to Section 2.7(b)) (i) a letter of transmittal (which which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration, in each case, in a customary form to be reasonably agreed upon by Parent and the Company prior to Closing. Upon surrender of a Certificate Certificates for cancellation to the Paying AgentAgent or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, subject to any required withholding Taxes, the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificatesurrendered, and the Certificate so any Certificates surrendered shall immediately forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share in exchange therefor is registered, it shall be a condition of payment that (xA) the Certificate so surrendered shall be properly endorsed or shall otherwise be in Person requesting such exchange present proper form for evidence of transfer and (yB) the Person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to in the name of a Person other than the registered holder of such Certificate or Book-Entry Share surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.8, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sagent Pharmaceuticals, Inc.)
Payment Procedures. Promptly after following the Effective Time (but in no event more later than three business days thereafterthe third Business Day following the Effective Time), Parent and the Surviving Corporation shall cause the Paying Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Common Stock Shares and whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.07 (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and and/or (iiB) instructions for use in effecting the surrender of the Certificates and uncertificated Company Shares (the “Uncertificated Shares”), in exchange for payment of the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of a Certificate Certificates for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration, without interest, for each share of Company Common Stock formerly represented product obtained by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that multiplying (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and aggregate number of Company Shares represented by such Certificates that were converted into the right to receive the Merger Consideration pursuant to Section 2.07, by (y) the Person requesting Merger Consideration (less any applicable withholding taxes payable in respect thereof), and such payment Certificates so surrendered shall have paid any transfer and other taxes forthwith be cancelled. No holder of Uncertificated Shares shall be required by reason to deliver a Certificate or an executed letter of transmittal to the payment of Payment Agent to receive the Merger Consideration that such holder is entitled to a Person other than the receive pursuant to this ARTICLE II. In lieu thereof, each registered holder of such Certificate surrendered and one or more Uncertificated Shares shall have established automatically upon the Effective Time be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.07 by (y) the Merger Consideration (less any applicable withholding taxes payable in respect thereof), and the Uncertificated Shares shall forthwith be cancelled. The Payment Agent shall accept such Certificates and Uncertificated Shares upon compliance with such reasonable satisfaction terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Surviving Corporation that such tax either has been paid or is not applicableCertificates and Uncertificated Shares on the Merger Consideration payable pursuant to this Section 2.08. Until surrendered as contemplated by this Section 2.2so surrendered, each Certificate outstanding Certificates and Uncertificated Shares shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive the Merger Consideration as contemplated by Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II, without interest.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Keurig Green Mountain, Inc.)
Payment Procedures. Promptly after (a) As of the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall deposit or cause to be deposited with a paying agent to be selected jointly by Mergerco and the Paying Agent Company (the "PAYING AGENT"), in a separate fund established for the benefit of the holders of shares of Company Common Stock, for payment in accordance with this Section 2.2 (the "PAYMENT FUND"), immediately available funds in amounts necessary to make the payments pursuant to Section 2.1(c) to the holders of Company Common Stock entitled thereto pursuant to Section 2.1(c). As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall mail to each holder of record of Company Common Stock entitled to the Merger Consideration, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Paying AgentSurviving Corporation, and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation reasonably may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for payment of the Merger Considerationtherefor. Upon the proper surrender of a Company Certificate for cancellation to the Paying AgentSurviving Corporation, together with such letter of transmittal, duly completed transmittal and validly executed in accordance with any additional documentation as the instructions (and such other customary documents as Surviving Corporation may reasonably be required by the Paying Agent)require, the holder of such Company Certificate shall be entitled to receive in exchange therefor a check representing the amount of cash equal to the product of: (x) the number of shares of Company Common Stock represented by such Company Certificate and (y) the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Company Certificate so surrendered shall immediately forthwith be canceled. If payment of the Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Company Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly promptly endorsed or shall otherwise be in proper form for transfer and (y) that the Person person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such the surrendered Company Certificate surrendered and shall have or established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.Surviving
Appears in 1 contract
Samples: Agreement and Plan of Merger (British Aerospace Public LTD Co Et Al)
Payment Procedures. Promptly after the Effective Time (but in any event no event more later than three five business days thereafter)after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock a Merger Share (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing the Merger Shares (the “Certificates”) and to any uncertificated Merger Shares held in book-entry form (“Uncertificated Shares”) shall pass, only upon delivery of the Certificates or transfer of the Uncertificated Shares to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agreeis customary) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for payment of the Merger Consideration. Upon (i) surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may require) in the case of book-entry transfer of Uncertificated Shares, the holder of such Certificate or Uncertificated Shares shall be entitled to receive promptly in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock Merger Share formerly represented by such CertificateCertificate or Uncertificated Share, and the Certificate or Uncertificated Share so surrendered or transferred shall immediately forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or transferred Uncertificated Shares is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Shares shall be properly transferred and (y) the Person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and in respect thereof or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest. If payment of the Merger Consideration is to be made to the trustee of the rabbi trusts established for the Deferred Compensation Plans, the trustee shall promptly distribute the Merger Consideration in accordance with the terms of the Deferred Compensation Plans and applicable trust agreements. Notwithstanding the foregoing, as to holders of Restricted Stock, Parent shall cause the Paying Agent to distribute the Merger Consideration allocable to such shares of Restricted Stock to the Company for payment as Adjusted Award Consideration pursuant to Section 2.3(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medtox Scientific Inc)
Payment Procedures. Promptly (and in any event within five (5) Business Days) after the Effective Time (but in no event more than three business days thereafter)Time, Parent shall cause the Surviving Corporation shall to cause the Paying Agent to mail be mailed to each person who was, immediately prior to the Effective Time, a holder of record of Company Common Stock Shares entitled to receive the Merger Consideration pursuant to Section 2.07(a)(i) (ix) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (iiy) instructions for use in effecting the surrender of the Certificates in exchange for payment pursuant to such letter of the Merger Considerationtransmittal. Upon surrender of a Certificate for cancellation to the Paying AgentAgent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may be required pursuant to such instructions or as may be reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration payable in respect thereof for each share of Company Common Stock Share formerly represented evidenced by such Certificate, and such Certificate shall then be cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. Until so surrendered surrendered, outstanding Certificates shall immediately be canceleddeemed from and after the Effective Time to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of Section 2.07(a). If a payment of the Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate formerly evidencing Shares is registeredregistered on the stock transfer books of the Company, it shall be a condition of payment that (x) the Certificate so surrendered shall be endorsed properly endorsed or shall otherwise be in proper form for transfer and (y) that the Person person requesting such payment shall have paid any all transfer and other taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such the Certificate surrendered and surrendered, or shall have established to the reasonable satisfaction of the Surviving Corporation Purchaser that such tax taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at If any time after holder of Shares immediately prior to the Effective Time is unable to represent only surrender the right Certificate pursuant to receive which such Shares are evidenced, whether because such Certificate has been lost, stolen, mutilated, destroyed or otherwise, the Paying Agent or Parent, as applicable, shall issue in exchange for such Certificate the Merger Consideration as contemplated payable in respect thereof pursuant to Section 2.07(a) if such holder delivers, in lieu of such Certificate, if requested by this Article IIParent, without interestan affidavit and/or an indemnity bond in form and substance and with surety reasonably satisfactory to Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dade Behring Holdings Inc)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record (other than the Company or Parent, Sub or any other Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company Surviving Corporation reasonably may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the Merger Consideration, without interest, for each share product of (x) the number of shares of Company Common Stock formerly represented by such CertificateCertificate and (y) the Merger Consideration, and the Certificate so surrendered shall immediately forthwith be canceled. If payment of Absolutely no interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the Person person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such the surrendered Certificate surrendered and shall have or established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.23.3(b), each Certificate (other than Certificates representing Shares owned by Parent or Sub or held in the treasury of the Company) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seven Up Rc Bottling Company of Southern California Inc)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Acquiror shall cause the Paying Exchange Agent to mail to each holder record holder, as of record the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (iexcluding any shares described in Sections 2.1(b)): (1) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii2) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationtherefor. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Paying AgentCertificate, together with such letter of transmittal, transmittal duly completed executed and validly executed in accordance with the instructions (and such any other customary documents as may reasonably be required by the Paying Agent)documents, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of Merger ConsiderationConsideration pursuant to Section 2.1(a) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(h), without interest, for each share and such Certificate shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of Company Common Stock formerly represented by which are not registered in the transfer records of the Company under the name of the Person surrendering such Certificate, and a certificate representing the Certificate so surrendered shall immediately proper number of shares of Acquiror Common Stock may be canceled. If payment of the Merger Consideration is to be made issued to a Person other than the Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that registered if (x) the such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) the such Person surrendering such Certificate and requesting such payment issuance shall have paid pay any transfer and or other taxes Taxes required by reason of the payment issuance of the Merger Consideration shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Acquiror that such tax either has Taxes have been paid or is are not applicable, and (z) such Person surrendering such Certificate shall, if required by Acquiror, have such Person's signature guaranteed by a bank, brokerage firm or other financial intermediary that is a member of a medallion guarantee program. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestapplicable consideration set forth in Section 2.1.
Appears in 1 contract
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (Time, but in any event no event more later than three business days thereafter)after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, Agent and which shall be in such form and shall have such other customary provisions not inconsistent with this Agreement as Parent and the Company may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration in respect of the shares of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately forthwith be canceledcancelled. If payment any portion of the Merger Consideration is to be made paid to a Person person other than the Person person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the payment of payment such Merger Consideration that (xi) the surrendered Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (yii) the Person person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration shall (A) pay to the Paying Agent any transfer or other taxes required as a result of such payment to a Person person other than the registered holder of such Certificate surrendered and shall have established or (B) establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by amounts which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II. No interest shall be paid or will accrue on the Merger Consideration. Each of the Surviving Corporation, without interestParent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code (as defined in Section 3.01(i)(ii)) or any provision of Tax (as defined in Section 3.01(j)(xiii)) law. To the extent that amounts are so withheld by the Surviving Corporation, Parent or the Paying Agent, as the case may be, and to the extent that Parent and Sub promptly pay such withheld amounts to the appropriate Governmental Entity on behalf of the applicable holder(s), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock, in respect of which such deduction and withholding was made by the Surviving Corporation, Parent or the Paying Agent, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Maxcor Financial Group Inc)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter), the Surviving Corporation shall cause Upon surrender to the Paying Agent to mail to each holder of record of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying AgentCertificate, together with such letter of transmittaltransmittal duly executed and completed, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), Agent shall pay to the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share shares of Company Common Stock formerly Share Capital evidenced by such Certificate the aggregate Price Per Share attributable to the number of shares of the Company Common Share Capital represented by such Certificate, and such Certificate will then be cancelled. Until surrendered in accordance with the provisions of this Section 3.02(c), each Certificate so surrendered (other than Certificates representing Dissenting Shares arid Certificates representing shares covered by Section 3.01 (b)) will represent for all purposes only the right to receive the aggregate Price Per Share relating thereto. No interest shall accrue or be paid in respect of cash payable upon the surrender of Certificates. At the Effective Time, all Certificates issued immediately prior to the Effective Time shall automatically be canceledcancelled, and holders of Certificates shall cease to have any rights as shareholders of the Company, except as provided herein or under applicable Law. If any payment of cash in respect of cancelled shares of the Merger Consideration Company Common Share Capital is to be made paid to a Person other than the Person registered holder of the shares represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that (x) the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the Person requesting such payment shall have paid pay to the Paying Agent any transfer and or other taxes Taxes required by reason as a result of the such payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established shares or establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such tax either Tax has been paid or is not applicablepayable. Until surrendered as contemplated by Notwithstanding anything to the contrary in this Section 2.2Agreement: (i) the Parent, each Certificate Amalgamated Company and Paying Agent shall be deemed at entitled to deduct and withhold from any time after consideration payable or otherwise deliverable to any holder of Company Common Share Capital under this Agreement such amounts as are required to be deducted or withheld therefrom with respect to the Effective Time making of such payment under the Code, Section 116 of the Income Tax Act (Canada) or under any other provision of applicable Law; and (ii) to represent only the right extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to receive the Merger Consideration as contemplated by this Article II, without interestapplicable holder of Company Common Share Capital.
Appears in 1 contract
Samples: Agreement and Plan of Amalgamation (Videsh Sanchar Nigam LTD)
Payment Procedures. Promptly after following the Effective Time (but in no event more than three business days thereafter)Time, Parent and the Surviving Corporation shall cause the Paying Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock who is entitled to receive the Per Share Price pursuant to Section 2.7(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent), and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment the Per Share Price payable in respect thereof pursuant to the provisions of the Merger Considerationthis Article II. Upon surrender of a Certificate Certificates for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)instructions, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration, without interest, for each share product obtained by multiplying (x) the aggregate number of shares of Company Common Stock formerly represented evidenced by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and by (y) the Person requesting Per Share Price (less any applicable withholding taxes payable in respect thereof), without any interest thereon, and the Certificates so surrendered shall forthwith be cancelled. The Payment Agent shall accept such payment Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall have be paid any transfer and other taxes required by reason or accrued for the benefit of holders of the payment of Certificates on the Merger Consideration to a Person other than Per Share Price payable upon the registered holder surrender of such Certificate surrendered and shall have established Certificates pursuant to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethis Section 2.8. Until surrendered as contemplated by this Section 2.2so surrendered, each Certificate outstanding Certificates shall be deemed at any time deemed, from and after the Effective Time Time, to represent evidence only the right to receive the Merger Consideration as contemplated by Per Share Price (less any applicable withholding taxes payable in respect thereof), without interest thereon, payable in respect thereof pursuant to the provisions of this Article II. Promptly following the Effective Time, Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of outstanding shares of Company Common Stock who is entitled to receive the Per Share Price pursuant to Section 2.7(a)(i) represented by book-entry on the records of the Company or the Company’s transfer agent on behalf of the Company: (A) a letter of transmittal in customary form and (B) instructions for use in effecting the surrender of the book-entry shares in exchange for the Per Share Price payable in respect thereof pursuant to the provisions of Article II. Upon return of a duly completed and validly executed letter of transmittal (in accordance with the instructions thereto), and such other documents that may be required by the instructions, the holders of such book-entry shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock held by such holder immediately prior to the Effective Time, and (y) the Per Share Price (less any applicable withholding taxes payable in respect thereof) without interestany interest thereon.
Appears in 1 contract
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Paying Agent to mail to each holder of record (other than holders of Shares cancelled pursuant to Section 3.1(b)) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding Shares of Company Common Stock (the “Certificates”), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company reasonably may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of an amount equal to the product of (x) the number of Shares represented by such Certificate and (y) the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may be reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the product of (x) the number of Shares represented by such Certificate and (y) the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately forthwith be canceled. If payment of No interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the Person requesting such payment shall have paid any transfer and or other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the surrendered Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either Tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.24.2, each Certificate shall be deemed at any time after the Effective Time each Certificate (other than Certificates representing Shares canceled pursuant to Section 3.1(b)) shall represent for all purposes only the right to receive an amount equal to the product of (i) the number of Shares represented by such Certificate and (ii) the Merger Consideration as contemplated by this Article IIConsideration, without interestany interest thereon.
Appears in 1 contract
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter)The Company will mail, the Surviving Corporation shall or will cause the Paying Agent its designee to mail mail, to each Person that is a holder of record of Company Common Stock entitled to receive the amounts set forth in Section 3.2, subject to compliance with this Section 3.7(a): (i) a letter of transmittal transmittal, in the form attached as Exhibit K (the “Letter of Transmittal”), which shall specify will specify, among other things, (A) that the Stockholder Representative is designated to serve in the capacity set forth in Section 11.15, (B) that delivery shall will be effected, and risk of loss and title to the Certificates shall certificates evidencing such shares of Company Stock (the “Certificates”) will pass, only upon proper delivery of the Certificates and the Letter of Transmittal to the Paying Agent, Company and which shall be in such form and shall have such other (C) a customary provisions as Parent and the Company may reasonably agree) release; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment the portion of the Merger ConsiderationClosing Date Payment Amount to be paid to such holder of record of Company Stock by the Stockholder Representative in accordance with Section 3.2; it being understood and agreed that (1) the delivery of a duly completed and validly executed Letter of Transmittal is a condition to each Stockholder receiving any portion of the amounts to which such Stockholder would otherwise be entitled under this Article III and (2) the terms and conditions of the Letter of Transmittal were specifically negotiated by Parent as an inducement for it to enter into this Agreement and such terms and conditions are an integral part of the terms of this Agreement. Upon surrender to the Company of a Certificate for cancellation to the Paying Agentcancellation, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall will be entitled to receive in exchange therefor the Merger Considerationamount (if any) to be paid in respect of each share of Company Stock formerly evidenced by such Certificate in accordance with Section 3.2 and Section 3.9(e), without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablewill then be cancelled. Until surrendered as contemplated by this Section 2.23.7, each Certificate shall (other than certificates representing Dissenting Shares or other shares of Company Stock cancelled pursuant to Section 3.5(b)) will be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by amount of cash, if any, to which the holder of such Certificate is entitled pursuant to this Article IIIII, without interest.
Appears in 1 contract
Samples: Agreement and Plan of Merger (BlueLinx Holdings Inc.)
Payment Procedures. Promptly after As promptly as practicable following the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent and Merger Sub shall cause the Paying Agent to mail to each holder of record (as of Company immediately prior to the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Common Stock (other than shares cancelled pursuant to Section 2.7(a)(ii) hereof and Dissenting Shares) (i) a letter of transmittal in customary form and reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of a Certificate Certificates for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration payable in respect thereof pursuant to the provisions of Company Common Stock formerly represented by such Certificatethis Article II, and the Certificate Certificates so surrendered shall immediately forthwith be canceled. If payment The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration is to be made to a Person other than payable upon the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder surrender of such Certificate surrendered and shall have established Certificates pursuant to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethis Section 2.8. Until surrendered as contemplated by this Section 2.2so surrendered, each Certificate outstanding Certificates shall be deemed at any time from and after the Effective Time to represent evidence only the right to receive the Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article II, without interest.
Appears in 1 contract
Payment Procedures. Promptly (a) As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Buyer shall cause the Paying Agent exchange agent selected by Buyer (the “Exchange Agent”) to mail to each holder the former shareholders of record Seller and former holders of Company Common Stock (i) a letter of Seller Rights appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates or other instruments theretofore representing shares of Seller Common Stock and Seller Rights shall pass, only upon proper delivery of the Certificates such certificates or other instruments to the Paying Exchange Agent). The certificate or certificates of Seller Common Stock and instruments representing Seller Rights so surrendered shall be duly endorsed as the Exchange Agent may reasonably require. In the event of a transfer of ownership of shares of Seller Common Stock represented by certificates that is not registered in the transfer records of Seller, the Merger Consideration payable for such shares as provided in Section 3.1 may be issued to a transferee if the certificates representing such shares are delivered to the Exchange Agent, accompanied by all documents required to evidence such transfer and which by evidence reasonably satisfactory to the Exchange Agent that such transfer is proper and that any applicable stock transfer taxes have been paid. In the event any certificate representing Seller Common Stock certificate or Seller Right shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and the posting by such person of a bond in such form and shall have such other customary provisions amount as Parent and the Company Buyer may reasonably agree) and (ii) instructions for use in effecting direct as indemnity against any claim that may be made against it with respect to such certificate, the surrender of the Certificates Exchange Agent shall issue in exchange for payment such lost, stolen or destroyed certificate the Merger Consideration as provided for in Section 3.1. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Buyer shall pay all charges and expenses, including those of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed Exchange Agent in accordance connection with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment distribution of the Merger Consideration is to be made to a Person other than the Person as provided in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest3.1.
Appears in 1 contract
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Acquiror shall cause the Paying Exchange Agent to mail to each holder Holder who, as of record the Effective Time, holds a Certificate or Certificates that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any Treasury Stock): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) transmittal; and (ii) instructions for use in effecting the surrender of the Certificates for cancellation and delivery in exchange for payment therefor of the Merger Consideration. Upon surrender to the Exchange Agent and cancellation of a Certificate for cancellation to the Paying AgentCertificate, together with such letter of transmittal, transmittal duly completed executed and validly executed in accordance with the instructions (and such any other customary documents as may reasonably be required by the Paying Agent)documents, the holder Holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of the Merger Consideration, without interest, for each share Consideration as determined pursuant to Section 2.1(a) and Section 2.1(d). In the event of a surrender of a Certificate representing shares of Company Common Stock formerly represented by which are not registered in the transfer records of the Company under the name of the Holder surrendering such Certificate, and a certificate representing the Certificate so surrendered shall immediately proper number of shares of Acquiror Common Stock may be canceled. If payment of the Merger Consideration is to be made issued to a Person other than the Person Holder in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment issuance shall have paid pay any transfer and or other taxes Taxes required by reason of the payment issuance of the Merger Consideration shares of Acquiror Common Stock to a Person other than the registered holder Holder of such Certificate surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Acquiror that such tax either has Taxes have been paid or is are not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the applicable amount of the Merger Consideration with respect thereto as contemplated by this Article IIdetermined pursuant to Section 2.1(a) and Section 2.1(d), in each case without interestany interest thereon.
Appears in 1 contract
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause the Paying Agent shall mail or caused to mail be mailed to each holder of record of any certificate, which as of immediately prior to the Effective Time represented shares of Company Common Stock and as of the Effective Time represents the right to receive the Merger Consideration (all such certificates, the “Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agreeaddress specified therein) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor from the Merger Consideration, without interest, for each share Paying Agent the amount of cash into which the shares of Company Common Stock formerly theretofore represented by such CertificateCertificate shall have been converted pursuant to Section 2.1. In the event of a transfer of ownership of the shares of Company Common Stock that is not registered in the transfer records of the Company, and payment may be made to a person other than the person in whose name the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the if such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person person requesting such payment shall have paid pay any transfer and or other taxes Taxes (as defined in Section 3.9) required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such tax either Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.1(f), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IIamount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or destroyed, upon making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Surviving Corporation will pay in exchange for such lost, stolen or destroyed Certificate, the amount of cash into which the shares of Company Common Stock theretofore represented by such certificate have been converted pursuant to Section 2.1, except that when authorizing such payment, the Board of Directors of the Surviving Corporation, may, in its discretion and as a condition precedent to such payment, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Surviving Corporation or the Paying Agent with respect to such Certificate.
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Payment Procedures. (a) Promptly after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Buyer shall cause the Paying Agent exchange agent selected by Buyer (the "Exchange Agent") to mail to each holder the former shareholders of record Seller and former holders of Company Common Stock (i) a letter of Seller Rights appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates or other instruments theretofore representing shares of Seller Common Stock and Seller Rights shall pass, only upon proper delivery of the Certificates such certificates or other instruments to the Paying Exchange Agent). The certificate or certificates of Seller Common Stock and instruments representing Seller Rights so surrendered shall be duly endorsed as the Exchange Agent may reasonably require. In the event of a transfer of ownership of shares of Seller Common Stock represented by certificates that is not registered in the transfer records of Seller, the Merger Consideration payable for such shares as provided in Section 3.1 may be issued to a transferee if the certificates representing such shares are delivered to the Exchange Agent, accompanied by all documents required to evidence such transfer and which by evidence reasonably satisfactory to the Exchange Agent that such transfer is proper and that any applicable stock transfer taxes have been paid. In the event any certificate representing Seller Common Stock certificate or Seller Right shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and the posting by such person of a bond in such form and shall have such other customary provisions amount as Parent and the Company Buyer may reasonably agree) and (ii) instructions for use in effecting direct as indemnity against any claim that may be made against it with respect to such certificate, the surrender of the Certificates Exchange Agent shall issue in exchange for payment such lost, stolen or destroyed certificate the Merger Consideration as provided for in Section 3.1. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Buyer shall pay all charges and expenses, including those of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed Exchange Agent in accordance connection with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment distribution of the Merger Consideration is to be made to a Person other than the Person as provided in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest3.1.
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Payment Procedures. Promptly after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock a Certificate and to each Optionholder and Warrantholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificates, any certificates or other instruments representing the Warrants and/or any instruments or other documents representing the Options (each, a "Company Security") shall pass, only upon delivery of the Certificates Company Securities to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates Company Securities in exchange for payment of the applicable portion of the Merger Consideration. Upon surrender of a Certificate Company Security for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate Company Security shall be entitled to receive in exchange therefor the applicable portion of the Merger Consideration, as the case may be, without interest, for each share of Company Common Stock Stock, Option or Warrant formerly represented by such CertificateCompany Security, and the Certificate Company Security so surrendered shall immediately forthwith be canceled. If a payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate Company Security is registered, it shall be a condition of payment that (x) the Certificate Company Security so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate Company Security surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate Company Security shall be deemed at any time after the Effective Time to represent only the right to receive the applicable portion of the Merger Consideration as contemplated by this Article II, without interest.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magellan Health Services Inc)
Payment Procedures. Promptly after the Effective Time (but in no event more than three business days five Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an "agent’s message" with respect to shares held in book-entry form) as Parent and the Company may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Common Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Common Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately forthwith be canceled. If payment of the Common Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Common Merger Consideration to a Person other than the registered holder of such Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Common Merger Consideration as contemplated by this Article II, without interest.
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Payment Procedures. Promptly after the Effective Time (Promptly, but in no event more later than three business days thereafter)48 hours, after the Surviving Corporation Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock that were converted into the right to receive Merger Consideration pursuant to SECTION 1.8(a) (ithe "CERTIFICATES") (a) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, Agent and which shall be in such a form and shall have such other customary provisions as Parent and the Company may reasonably agreespecify) and (iib) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying AgentAgent or to such other agent or agents as Parent may appoint, together with such letter of transmittal, duly completed executed and validly executed in accordance with the instructions (completed, and such other customary documents as the Paying Agent may reasonably be required by the Paying Agent)require, the holder of such Certificate shall be entitled to receive the Merger Consideration in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately forthwith be canceled. No interest shall be paid or accrue on the Merger Consideration. If payment any portion of the Merger Consideration is to be made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, then it shall be a condition to the payment of payment such Merger Consideration that (xi) the Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (yii) the Person requesting such payment shall have (A) paid any transfer and other taxes Taxes required by reason of the such payment of the Merger Consideration to in a Person name other than that of the registered holder of such the Certificate surrendered and shall have or (B) established to the reasonable satisfaction of the Surviving Corporation Parent that any such tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interestpayable.
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Samples: Agreement and Plan of Merger (York International Corp /De/)
Payment Procedures. Promptly Within five (5) days after the Effective Time (but in no event more than three business days thereafter)Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree) and specify), (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the pro rata portion of the Merger ConsiderationConsideration (rounded to the nearest number of cent), and (iii) a form of declaration for Tax withholding purposes (or such other forms as are required under any applicable Tax Law) in which the beneficial owner of an Ordinary Share provides certain information (and, if applicable, supporting documentation) necessary for Parent, Paying Agent or the Israeli Withholding Agent to determine whether any amounts need to be withheld from the consideration payable to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained, or any provision of applicable Law). Upon Subject to the Withholding Tax Ruling, upon surrender of a Certificate for cancellation to the Paying AgentAgent (or an affidavit of loss in lieu thereof), together with such letter of transmittaltransmittal and declaration for Tax withholding purposes (including supporting documentation, as applicable) and/or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), in each case, duly completed and validly executed in accordance with the respective instructions (and such other customary documents as may reasonably be required by the Paying Agentsuch instructions), the holder of such Certificate shall be entitled to receive promptly paid in exchange therefor the Merger Consideration, Consideration without interest, for each share of Company Common Stock Ordinary Share formerly represented by such Certificate, and the Certificate so surrendered shall immediately forthwith be canceledcancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registeredregistered or whose name appears on the records of the transfer agent in accordance with such duly completed and validly executed letter of transmittal, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and reasonably satisfactory to Parent and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article ARTICLE II, without interest.
Appears in 1 contract
Samples: Agreement and Plan of Merger (On Track Innovations LTD)
Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Paying Agent to mail to each holder of record (other than Parent or any wholly-owned Subsidiary of Company Parent or Merger Subsidiary) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of WPZ Common Stock (the "Certificates"), (i) a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company reasonably may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the Merger Consideration, without interest, for each share product of Company (x) the number of shares of WPZ Common Stock formerly represented by such Certificate, and (y) the Merger Consideration, and the Certificate so surrendered shall immediately forthwith be canceled. If payment of No interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the Person requesting such payment shall have paid pay any transfer and or other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the surrendered Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such tax either Tax has been paid or is not applicable. Until surrendered as contemplated by The consideration to be issued upon the surrender of Certificates in accordance with this Section 2.2, each Certificate SECTION 4.3 shall be deemed at any time to have been issued in full satisfaction of all rights pertaining to such shares of WPZ Common Stock formerly represented thereby. Until surrendered in accordance with the provision of this SECTION 4.3, after the Effective Time to each Certificate (other than Certificates representing Shares owned by Parent or any wholly-owned Subsidiary of Parent or Merger Subsidiary) shall represent for all purposes only the right to receive the Merger Consideration as contemplated based on the number of Shares represented by this Article II, without interestsuch Certificate.
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Payment Procedures. (a) Promptly after following completion of the Effective Time (but annual financial statements of the Business for the fiscal year ending September 30, 2023 and in no event more later than three business days thereafterJanuary 31, 2024, Purchaser shall prepare in good faith and deliver to Seller a true and correct statement of the Adjusted EBITDA of the Business for the Reference Period, which shall be derived from the audited financial statements of the Business for the Reference Period and calculated in a manner consistent with the illustrative calculation and principles set forth on Section 1.1(a) of the Seller Disclosure Schedules, and the resulting Earn-Out Payment (the “Earn-Out Statement”), the Surviving Corporation shall cause the Paying Agent to mail to each holder . Promptly following completion of record of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent GGB Project and the Company may reasonably agree) final resolution of all GGB Claims and (ii) instructions for use the receipt of any GGB Claim Recoveries (and in effecting the surrender no event later than sixty (60) days following any such event), Purchaser shall prepare in good faith and deliver to Seller a true and correct statement of the Certificates aggregate GGB Losses as of such date, which shall be calculated in exchange for payment a manner consistent with the illustrative calculation and principles set forth on Section 1.1(d) of the Merger Consideration. Upon surrender Seller Disclosure Schedules, and the resulting amount of a Certificate for cancellation any Retained Claim Recovery payable to the Paying Agent, together with such letter Seller Parent in respect of transmittal, duly completed and validly executed GGB Claim Recoveries in accordance with this Section 2.12 and Section 2.13 (the instructions “GGB Loss Statement” and each such GGB Loss Statement or the Earn-Out Statement, a “Statement”). After receipt of a Statement, Seller shall have forty-five (45) days (in respect of each Statement, a “Review Period”) to review such Statement. Each Statement shall set forth in reasonable detail Purchaser’s calculations of the applicable amounts. Until the final determination of the Earn-Out Payment, the aggregate GGB Losses and the aggregate Retained Claim Recovery payable to Seller Parent (or its designated Subsidiaries) hereunder in respect of GGB Claim Recoveries, Seller and its Representatives shall be permitted to access and review the books, records and work papers of Purchaser and its Affiliates (including the Purchased Companies and their Subsidiaries) for the purpose of enabling Seller and its Representatives to review any Statement (and to prepare any objections to such Statement) and Purchaser’s compliance with its applicable obligations under Section 2.11, this Section 2.12 and Section 2.13, or otherwise in connection with the Earn-Out Payment, the GGB Claims, the GGB Claim Recoveries, Seller Parent’s Applicable GGB Portion or the GGB Losses, and Purchaser shall, and shall cause its Affiliates and its and their respective employees, accountants and other customary documents as may Representatives to, reasonably be required cooperate with and assist Seller and its Representatives in connection with such review, including by providing access to such books, records and work papers and making available personnel to the Paying Agentextent requested, in each case, upon reasonable notice and during normal business hours. In addition, promptly following the reasonable request of Seller Parent (and in no event later than thirty (30) days following any such reasonable request), the holder Purchaser shall prepare and deliver to Seller Parent such information as Seller Parent reasonably requests, including a calculation of such Certificate shall be entitled to receive in exchange therefor the Merger ConsiderationAdjusted EBITDA, without interestGGB Losses, for each share Seller Parent’s Applicable Portion of Company Common Stock formerly represented by such CertificateGGB Claim Recoveries, and the Certificate so surrendered shall immediately be canceled. If payment expected GGB Claim Recoveries or any component of the Merger Consideration is foregoing, in each case as of a date no more than sixty (60) and no later than thirty (30) days prior to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interestrequest.
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Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than three business days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Paying Agent to mail to each holder of record (other than Target or any wholly-owned Subsidiary of Company Target or Parent, Merger Sub or any other wholly-owned Subsidiary of Parent) of a certificate or certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Target Common Stock (the "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company reasonably may reasonably agree) specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the Merger Consideration, without interest, for each share product of Company (x) the number of shares of Target Common Stock formerly represented by such Certificate, and (y) the Merger Consideration, and the Certificate so surrendered shall immediately forthwith be canceled. If payment of No interest shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) that the Person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the surrendered Certificate surrendered and shall have established or establish to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.23.3, each Certificate shall be deemed at any time after the Effective Time to each Certificate (other than Certificates representing Shares owned by Target or any wholly-owned Subsidiary of Target or Parent, Merger Sub or any other wholly-owned Subsidiary of Parent) shall represent for all purposes only the right to receive the Merger Consideration as contemplated by this Article II, without interestConsideration.
Appears in 1 contract
