Common use of Procedures for Surrender; No Interest Clause in Contracts

Procedures for Surrender; No Interest. Each holder of shares of NICOYA Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration into which such shares of NICOYA Common Stock have been converted pursuant to Section 2.1(b) in respect of the NICOYA Common Stock represented by a Certificate or Book-Entry Share, any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(d), and any dividends or other distributions pursuant to Section 2.2(e) upon: (i) surrender to the Exchange Agent of a Certificate; or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares; in each case, together with duly completed and validly executed documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the surrender or transfer of any Certificate or Book- Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this ARTICLE II, each Certificate or Certificates or Book-Entry Share or Book-Entry Shares so surrendered or transferred, as the case may be, shall immediately be cancelled.

Appears in 2 contracts

Samples: Merger Agreement (Coya Therapeutics, Inc.), Merger Agreement (Coya Therapeutics, Inc.)

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Procedures for Surrender; No Interest. Each holder of shares of NICOYA Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration into which such shares of NICOYA Common Stock have been converted pursuant to Section 2.1(b) in respect of the NICOYA Company Common Stock represented by a Certificate or Book-Entry Share, any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(d), and any dividends or other distributions pursuant to Section 2.2(e) Share upon: (i) surrender to the Exchange Paying Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Paying Agent; or (ii) receipt of an “agent’s message” by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of Book-Entry Shares; . Until so surrendered or transferred, as the case may be, and subject to the terms set forth in Section 2.03, each casesuch Certificate or Book-Entry Share, together with duly completed and validly executed documents as may reasonably be requested by applicable, shall represent after the Exchange AgentEffective Time for all purposes only the right to receive the Merger Consideration payable in respect thereof. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate or Book- Book-Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this ARTICLE II, each Certificate or Certificates or Book-Entry Share or Book-Entry Shares so surrendered or transferred, as the case may be, shall immediately be cancelled.

Appears in 2 contracts

Samples: Merger Agreement (Corning Natural Gas Holding Corp), Merger Agreement (Uqm Technologies Inc)

Procedures for Surrender; No Interest. Each holder of shares of NICOYA Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration into which such shares of NICOYA Common Stock have been converted pursuant to Section 2.1(b) in respect of the NICOYA Company Common Stock represented by a Certificate or Book-Entry Share, any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(d), and any dividends or other distributions pursuant to Section 2.2(e) Share upon: (i) surrender to the Exchange Paying Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Paying Agent; or (ii) receipt of an “agent’s message” by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of Book-Entry Shares; . Until so surrendered or transferred, as the case may be, and subject to the terms set forth in Section 2.03, each casesuch Certificate or Book-Entry Share, together with duly completed and validly executed documents as may reasonably be requested by applicable, shall represent after the Exchange AgentEffective Time for all purposes only the right to receive the Merger Consideration payable in respect thereof. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate or Book- Book-Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this ARTICLE Article II, each Certificate or Certificates or Book-Entry Share or Book-Entry Shares so surrendered or transferred, as the case may be, shall immediately be cancelled.

Appears in 2 contracts

Samples: Merger Agreement (Realnetworks Inc), Merger Agreement (Houston Wire & Cable CO)

Procedures for Surrender; No Interest. Each holder of shares of NICOYA Common Company Capital Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the aggregate Closing Per Share Merger Consideration into which such shares of NICOYA Common Stock have been converted pursuant to Section 2.1(b) in respect of the NICOYA Common Company Capital Stock represented by a Certificate or Book-Entry Share, any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(d), and any dividends or other distributions pursuant to Section 2.2(e) Share upon: (i) surrender to the Exchange Paying Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Paying Agent; or (ii) receipt of an “agent’s message” by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of Book-Entry Shares; . Until so surrendered or transferred, as the case may be, each such Certificate or Book-Entry Share, as applicable, shall represent after the Effective Time for all purposes only the right to receive the aggregate Closing Per Share Merger Consideration payable in each case, together with duly completed and validly executed documents as may reasonably be requested by the Exchange Agentrespect thereof. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate or Book- Book-Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this ARTICLE Article II, each Certificate or Certificates or Book-Entry Share or Book-Entry Shares so surrendered or transferred, as the case may be, shall immediately be cancelled.

Appears in 1 contract

Samples: Merger Agreement (TearLab Corp)

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Procedures for Surrender; No Interest. Each holder of shares of NICOYA Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration into which such shares of NICOYA Common Stock have been converted pursuant to Section 2.1(b) in respect of the NICOYA Company Common Stock represented by a Certificate or Book-Entry Share, any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(d), and any dividends or other distributions pursuant to Section 2.2(e) Share upon: (i) surrender to the Exchange Paying Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Paying Agent; or (ii) receipt of an “agent’s message” by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of Book-Entry Shares; . Until so surrendered or transferred, as the case may be, and subject to the terms set forth in Section 3.03, each casesuch Certificate or Book-Entry Share, together with duly completed and validly executed documents as may reasonably be requested by applicable, shall represent after the Exchange AgentEffective Time for all purposes only the right to receive the Merger Consideration payable in respect thereof. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate or Book- Book-Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this ARTICLE IIIII, each Certificate or Certificates or Book-Entry Share or Book-Entry Shares so surrendered or transferred, as the case may be, shall immediately be cancelled.

Appears in 1 contract

Samples: Merger Agreement (Iec Electronics Corp)

Procedures for Surrender; No Interest. Each holder of shares of NICOYA Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration into which such shares of NICOYA Common Stock have been converted pursuant to Section 2.1(b) in respect of the NICOYA Company Common Stock represented by a Certificate or Book-Entry Share, any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(d), and any dividends or other distributions pursuant to Section 2.2(e) Share upon: (i) surrender to the Exchange Paying Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Paying Agent; or (ii) receipt of an “agent’s message” by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of Book-Entry Shares; . Until so surrendered or transferred, as the case may be, and subject to the terms set forth in Section 3.03, each casesuch Certificate or Book-Entry Share, together with duly completed and validly executed documents as may reasonably be requested by applicable, shall represent after the Exchange AgentEffective Time for all purposes only the right to receive the Merger Consideration payable in respect thereof. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate or Book- Book-Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this ARTICLE IIArticle III, each Certificate or Certificates or Book-Entry Share or Book-Entry Shares so surrendered or transferred, as the case may be, shall immediately be cancelled.

Appears in 1 contract

Samples: Merger Agreement (International Baler Corp)

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