Procedures for Surrender. Promptly after the Effective Time (but in no event later than three (3) business days), Parent shall, and shall cause the Surviving Corporation to, cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (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 thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry 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. 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. 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 in cash as contemplated by this Section 2.2, without interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Volcom Inc), Agreement and Plan of Merger (Beckman Coulter Inc), Agreement and Plan of Merger (Danaher Corp /De/)
Procedures for Surrender. (a) Promptly after the Effective Time (but and in no any event later than three (3) business dayswithin four Business Days thereafter), Parent shall, and TMLP shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate Eligible Units or certificates which immediately prior to the Effective Time represented outstanding Shares TexNew Mex Units, as applicable, that are (the “Certificates”i) Certificates or non-certificated Shares represented by book-entry (“ii) Book-Entry SharesUnits not held through The Depositary Trust Company (“DTC”) and whose Shares were converted pursuant to Section 2.1 into notice advising such holders of the right to receive effectiveness of the Merger Consideration Merger, including (iA) a letter of transmittal, which shall specify appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass, pass only upon delivery of the Certificates (or affidavits of loss in lieu thereofof the Certificates, as provided in Section 4.7) or transfer of the Book-Entry Unit to the Paying Exchange Agent and shall (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to be in such form and have such other provisions as Parent may reasonably specify the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (iiB) instructions for effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereofof the Certificates) or transferring the Book-Entry Shares Units to the Exchange Agent in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or an affidavit of loss , cash in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporationof fractional units of TMLP Common Units, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Shareif any, to be mailed (issued or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later paid in consideration therefor and distributions, in each case, to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of which such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry 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. 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established holders are entitled pursuant to the satisfaction terms of Parent that such Tax either has been paid or is not required to be paidthis Agreement. Payment of the Merger Consideration with With respect to Book-Entry Shares Units held through DTC, TMLP and WMLP shall only cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be made issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by terms of 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 in cash as contemplated by this Section 2.2, without interest thereonAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Andeavor), Agreement and Plan of Merger (Western Refining Logistics, LP), Agreement and Plan of Merger (Andeavor Logistics Lp)
Procedures for Surrender. (a) Promptly after the Effective Time (but and in no any event later than within three (3) business daysBusiness Days thereafter), Parent shall, and the Surviving Entity shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate any (i) Certificates or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”ii) or non-certificated Shares represented by book-entry (“Book-Entry SharesShares not held through The Depositary Trust Company (“DTC”) and whose Shares were converted pursuant to Section 2.1 into notice advising such holders of the right to receive effectiveness of the Merger Consideration Merger, including (iA) a letter of transmittal, which shall specify appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, pass only upon delivery of the Certificates (or affidavits of loss in lieu thereofof the Certificates, as provided in Section 3.7) or transfer of the Book-Entry Shares to the Paying Exchange Agent and shall (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares), such materials to be in such form and have such other provisions as Parent may reasonably specify desires with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (iiB) instructions for effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereofof the Certificates) or transferring the Book-Entry Shares to the Exchange Agent in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or an affidavit of loss , any cash in lieu thereof) of fractional shares of Parent Common Stock and any dividends or Book-Entry Share for cancellation distributions, in each case, to which such holders are or may be entitled pursuant to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter terms of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelledthis Agreement. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry 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. 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not required to be paid. Payment of the Merger Consideration with With respect to Book-Entry Shares held through DTC, Parent and the Company shall only cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions, in each case, to which the beneficial owners thereof are or may be made entitled pursuant to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by terms of 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 in cash as contemplated by this Section 2.2, without interest thereonAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cheniere Energy Partners LP Holdings, LLC), Agreement and Plan of Merger (Cheniere Energy Inc), Agreement and Plan of Merger (Cheniere Energy Inc)
Procedures for Surrender. Promptly As soon as reasonably practicable after the Effective Time (Time, but in no event later more than three (3) business days)days following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (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 thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify and the Company agree prior to the Effective Time and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration into which such Company Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.5, and any dividends or other distributions on Parent Shares in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationParent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Shares in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five three (53) business days following the later to occur of (i) the Effective Time or (ii) the Paying Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent the Surviving Corporation that such Tax either has been paid or is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. 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 in cash as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.22.5, and any dividends or other distributions on Parent Shares in accordance with Section 2.2(f), without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Willis Group Holdings PLC), Agreement and Plan of Merger (Towers Watson & Co.)
Procedures for Surrender. Promptly after the Effective Time (but in no event later than three (3) business days)Time, Parent HurricaneCyclone shall, and shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Hurricane Shares (the “"Certificates”") or non-certificated Hurricane Shares represented by book-entry (“"Book-Entry Shares”") and whose Hurricane Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (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 thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent Cyclone may reasonably specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration issuable and payable in respect of such Hurricane Shares pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.5, and any dividends or other distributions on Cyclone Shares in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent HurricaneCyclone or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and any amounts that such holder has the right to receive in respect of dividends or other distributions on Cyclone Shares in accordance with Section 2.2(f) for each Hurricane Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Exchange Agent’s 's receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, letter of transmittal and such other documents, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent the Surviving Corporation that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. 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 applicable Merger Consideration in cash as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.22.5, and any dividends or other distributions on Cyclone Shares in accordance with Section 2.2(f), without interest thereon.
Appears in 2 contracts
Samples: Execution Version Agreement (Huntsman CORP), Execution Version Agreement (Huntsman CORP)
Procedures for Surrender. Promptly after the Effective Time (but and in no event later than any event, within three (3) business daysBusiness Days thereafter), Parent shall, and shall cause the Surviving Corporation to, cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (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 thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration payable in respect of such Company Shares pursuant to Section 2.1. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II for each Company Share formerly represented by such Certificate or Book-Entry Share, to . All such amounts shall be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days three Business Days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, letter of transmittal and such other documents, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry 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. 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 precedent of to payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent the Paying Agent that such Tax either has been paid or is not required to payable. Any other transfer or similar Taxes incurred in connection with the Transactions shall be paidpaid by Parent. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. 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 applicable Merger Consideration in cash as contemplated by this Section 2.2Article II, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Silicon Laboratories Inc), Agreement and Plan of Merger (Sigma Designs Inc)
Procedures for Surrender. Promptly after the Effective Time (but and in no event later than any event, within three (3) business daysBusiness Days thereafter), Parent shall, and shall cause the Surviving Corporation to, cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (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 thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration payable in respect of such Company Shares pursuant to Section 2.1. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this ARTICLE II for each Company Share formerly represented by such Certificate or Book-Entry Share, to . All such amounts shall be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days Business Days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, letter of transmittal and such other documents, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry 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. 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 precedent of to payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent the Paying Agent that such Tax either has been paid or is not required to payable. Any other transfer or similar Taxes incurred in connection with the transactions contemplated by this Agreement shall be paidpaid by Parent. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. 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 applicable Merger Consideration in cash as contemplated by this Section 2.2ARTICLE II, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diodes Inc /Del/), Agreement and Plan of Merger (Pericom Semiconductor Corp)
Procedures for Surrender. Promptly As soon as reasonably practicable after the Effective Time (Time, but in no event later more than three (3) business days)days following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry shares (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (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 thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may and the Company reasonably specify agree prior to the Effective Time and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration into which such Company Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.7, and any dividends or other distributions on Parent Shares in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationParent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.7, and any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Shares in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to be mailed within three (or made available for collection by hand if so elected by the surrendering holder) within five (53) business days following the later to occur of (i) the Effective Time or (ii) the Paying Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent the Surviving Corporation that such Tax either has been paid or is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. 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 in cash as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.22.7, and any dividends or other distributions on Parent Shares in accordance with Section 2.2(f), without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TYCO INTERNATIONAL PLC), Agreement and Plan of Merger (Johnson Controls Inc)
Procedures for Surrender. Promptly As soon as reasonably practicable after the Effective Time (but in no event later than three (3) business days)Time, Parent shall, and shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) 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 2.1(b)), whether such shares of Company Common Stock are represented by a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by are uncertificated shares of Company Common Stock in book-entry form only (“Book-Book Entry Shares”) and whose Shares ), that were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (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, as applicable, shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereofthereof and, if required by Parent, an indemnity bond in accordance with Section 2.2(e)) to the Paying Exchange Agent and shall be in such form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent the Exchange Agent may reasonably specify and (iiB) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereofthereof and, if required by Parent, an indemnity bond in accordance with Section 2.2(e)) or Book-Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration issued and payable with respect thereto, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on Parent Common Shares in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereofthereof and, if required by Parent, an indemnity bond in accordance with Section 2.2(e)) or Book-Book Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationParent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Book Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II, including any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Common Shares in accordance with Section 2.2(f) for each Share share of Company Common Stock formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of or loss in lieu thereofthereof and, if requested by Parent, an indemnity bond in accordance with Section 2.2(e)) or Book-Book Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share all Certificates so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereofthereof and, if required by Parent, an indemnity bond in accordance with Section 2.2(e)) or Book-and Book Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 (or affidavit or loss in lieu thereof and, if requested by Parent, an indemnity bond in accordance with Section 2.2(e)) or Book Entry Share is registered, it shall be a condition precedent of payment that (Ax) the Certificate (or affidavit or loss in lieu thereof and, if requested by Parent, an indemnity bond in accordance with Section 2.2(e)) or Book Entry Share so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (By) 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 the Certificate (or affidavit or loss in lieu thereof and, if requested by Parent, an indemnity bond in accordance with Section 2.2(e)) or Book Entry Share surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. 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 in cash as contemplated by this Section 2.2, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Encana Corp), Agreement and Plan of Merger (Newfield Exploration Co /De/)
Procedures for Surrender. Promptly after the First Effective Time (but in no event later than three (3) business days)Time, Parent shall, and shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the First Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 3.1 into the right to receive the Merger Consideration (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 thereofthereof and, if required by Parent, an indemnity bond) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereofthereof and, if required by Parent, an indemnity bond) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration into which such Company Shares have been converted pursuant to Section 3.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 3.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereofthereof and, if required by Parent, an indemnity bond) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationParent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article III, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days promptly following the later to occur of (i) the Effective Time or (ii) the Paying Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereofthereof and, if required by Parent, an indemnity bond) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereofthereof and, if required by Parent, an indemnity bond) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereofthereof and, if required by Parent, an indemnity bond) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.23.2, each Certificate and Book-Entry Share shall be deemed at any time after the First Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Article III, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.23.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(e), without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Expedia, Inc.), Agreement and Plan of Reorganization (Homeaway Inc)
Procedures for Surrender. Promptly after the Company Merger Effective Time (but in no event later than three five (35) business daysdays after the Company Merger Effective Time), Parent shall, and shall cause the Surviving Corporation Entity and the Surviving Partnership Entity to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of (i) a certificate or certificates which immediately prior to the Company Merger Effective Time represented outstanding Company Shares (the “Certificates”), (ii) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) or (iii) Partnership Units and whose Company Shares or Partnership Units, as applicable, were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (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 thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or ), Book-Entry Shares or Partnership Units in exchange for payment of the Merger Consideration, including any amount payable in respect of the Fractional Share Consideration in accordance with Section 2.6 and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or ), Book-Entry Share or Partnership Unit for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent Parent, the Surviving Entity or the Surviving CorporationPartnership Entity, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Certificate, Book-Entry Share or Partnership Unit shall be entitled to receive in exchange therefor the applicable Merger Stock Consideration for each share of Company Common Stock formerly represented by such Certificate, Book-Entry Share or each Partnership Unit pursuant to the provisions of this Article II (rounded down to the nearest whole share) and a check or wire transfer representing the Cash Consideration for each share of Company Common Stock formerly represented by such Certificate, Book-Entry Share or Partnership Unit pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Certificate, Book-Entry ShareShare or each Partnership Unit, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Company Merger Effective Time or (ii) the Paying Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or ), Book-Entry ShareShare or Partnership Unit, and the Certificate (or affidavit of loss in lieu thereof) or ), Book-Entry Share or Partnership Unit so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or ), Book-Entry Shares or Partnership Units upon compliance with such reasonable terms and conditions as the Paying Exchange 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent the Surviving Entity that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares or Partnership Units shall only be made to the Person in whose name such Book-Entry Shares or Partnership Units are registered. Until surrendered as contemplated by this Section 2.2, (x) each Certificate and Book-Entry Share shall be deemed at any time after the Company Merger Effective Time and (y) each Partnership Unit shall be deemed at any time after the Partnership Merger Effective Time, to represent only the right to receive the Merger applicable Stock Consideration in cash (rounded down to the nearest whole share) and Cash Consideration as contemplated by this Article II, including any amount payable in respect of the Fractional Share Consideration in accordance with Section 2.22.6 and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.2(f), without interest thereon. Shares of Parent Common Stock deliverable pursuant to this Section 2.2(b) in exchange for shares of Company Common Stock or Partnership Units shall be in uncertificated book-entry form.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Griffin-American Healthcare REIT II, Inc.), Agreement and Plan of Merger (Northstar Realty Finance Corp.)
Procedures for Surrender. Promptly after the Effective Time (but in no event later than three (3) business days)Time, Parent shall, and shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (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 thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration into which such Company Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on Parent Shares in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Shares in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (ix) the Effective Time or (iiy) the Paying Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent the Surviving Company that such Tax either has been paid or is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. 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 in cash as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.22.6, and any dividends or other distributions on Parent Shares in accordance with Section 2.2(f), without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mallinckrodt PLC), Agreement and Plan of Merger (Questcor Pharmaceuticals Inc)
Procedures for Surrender. (a) Promptly after the Effective Time (but and in no any event later than within three (3) business daysBusiness Days thereafter), Parent shall, and the Surviving Corporation shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate Eligible Shares that are (i) Certificates or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”ii) or non-certificated Shares represented by book-entry (“Book-Entry Shares”Shares notice advising such holders of the effectiveness of the Merger, including (A) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal, which shall specify appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, pass only upon delivery of the Certificates (or affidavits of loss in lieu thereofof the Certificates, as provided in Section 3.7) or transfer of the Book-Entry Shares to the Paying Exchange Agent and shall (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares), such materials to be in such form and have such other provisions as Parent may reasonably specify specifies with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (iiB) instructions for effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereofof the Certificates, as provided in Section 3.7) or transferring the Book-Entry Shares to the Exchange Agent in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or an affidavit of loss , cash in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporationof fractional ADSs, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Shareif any, to be mailed (issued or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss paid in lieu thereof) or Book-Entry Shareconsideration therefor, and the Certificate (any dividends or affidavit of loss distributions, in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept each case, to which such Certificates (or affidavits of loss in lieu thereof) or Book-Entry 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. 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established holders are entitled pursuant to the satisfaction terms of Parent that such Tax either has been paid or is not required to be paidthis Agreement. Payment of the Merger Consideration with With respect to Book-Entry Shares Shares, Parent and the Company shall only be made cooperate to establish procedures with the Person in whose name such Exchange Agent and the holders of Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2to ensure that the Exchange Agent will transmit to such holder or its nominees on the Closing Date (or if the Closing occurs after 11:30 a.m. (New York time) on the Closing Date, each Certificate and Book-Entry Share shall be deemed at any time on the first Business Day after the Effective Time to represent only the right to receive Closing Date), upon surrender of Eligible Shares held of record by such holder or its nominees in accordance with customary surrender procedures, the Merger Consideration Consideration, cash in cash as contemplated by lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Section 2.2, without interest thereonAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Destination Maternity Corp), Agreement and Plan of Merger
Procedures for Surrender. (i) Promptly after following the Effective Time (but in no event later than three (3) business days)Time, Parent shall, and shall cause the Surviving Corporation Entity to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Common Shares (the “Certificates”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Company Shares”) and whose Company Common Shares were converted pursuant to Section 2.1 3.1 into the right to receive the Merger Consideration (iA) a letter of transmittaltransmittal 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 affidavits of loss in lieu thereof) to the Paying Exchange Agent and shall be or, in such form and have such other provisions as Parent may reasonably specify the case of Book-Entry Company Shares, upon adherence to the procedures set forth in the letter of transmittal and (iiB) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Company Shares in exchange for payment of the Merger Consideration. Upon surrender , including any amount payable in respect of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry the Fractional Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed Consideration in accordance with the instructions theretoSection 3.6, and such any dividends or other documents as may be required pursuant to such instructions, distributions on Parent Common Shares in accordance with Section 3.2(f). Such instructions shall provide that (1) at the holder election of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder, Certificates may be surrendered by hand delivery or otherwise, (2) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry 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. 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form exchange for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, each Certificate Certificates and Book-Entry Share Company Shares shall be deemed at any time after delivered in uncertificated book-entry form to the Effective Time surrendering holder and (3) the Fractional Share Consideration, if any, payable in exchange for Certificates and Book-Entry Company Shares will be payable by wire transfer to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2, without interest thereonsurrendering holder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gramercy Property Trust Inc.), Agreement and Plan of Merger (Chambers Street Properties)
Procedures for Surrender. (i) Promptly after following the Effective Time (but and in no any event later than three within five (35) business daysBusiness Days thereafter), Parent shall, and shall cause the Surviving Corporation to, Entity shall cause the Paying Agent to mail (and make available for collection by hand) to each Person who was, at the Effective Time, a registered holder of record of a certificate Shares or certificates which immediately prior Warrants entitled to receive the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) and whose Shares were converted Per Share Merger Consideration pursuant to Section 2.1 into 3.1(a) (excluding, for the right to receive avoidance of doubt, the Excluded Shares and Dissenting Shares) or the Per Warrant Merger Consideration pursuant to Section 3.2(a) or the Per Warrant Consent Fee pursuant to Section 3.2(b) (excluding, in each case and for the avoidance of doubt, the Excluded Warrants): (i) a letter of transmittal, transmittal (which shall be in customary form for a company incorporated in the Cayman Islands reasonably acceptable to the Company, and shall specify that the manner in which the delivery of the Per Share Merger Consideration to registered holders of Shares (other than the Excluded Shares and the Dissenting Shares), the delivery of the Per Warrant Merger Consideration to registered holders of Warrants (other than the Excluded Warrants) and the delivery of the Per Warrant Consent Fee to registered holders of Warrants (other than the Excluded Warrants) who are Consenting Warrantholders 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 shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of any issued share certificates representing Shares (the Certificates “Share Certificates”) (or affidavits and indemnities of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Share Certificates as provided in Section 3.6(e)) and/or such other documents as may be required to receive the Per Share Merger Consideration. Upon Consideration and the surrender of a Certificate any issued warrant certificates representing the Warrants (the “Warrant Certificates”) (or an affidavit affidavits and indemnities of loss in lieu thereofof the Warrant Certificates as provided in Section 3.6(e)) or Book-Entry Share for cancellation to the Paying Agent or to and/or such other agent or agents documents as may be appointed by Parent required to receive the Per Warrant Merger Consideration or the Surviving CorporationPer Warrant Consent Fee, together with as applicable. Each registered holder of Shares or Warrants which are represented by a Share Certificate or a Warrant Certificate, as applicable, subject to the surrender of such letter Share Certificate or Warrant Certificate (or delivery of transmittal duly completed an affidavit and validly executed indemnity of loss in accordance with lieu of the instructions thereto, and Share Certificate or Warrant Certificate as provided in Section 3.6(e)) for cancellation and/or such other documents as may be required pursuant to such instructionsinstructions to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed in accordance with the instructions thereto, and each registered holder of such Certificate non-certificated Shares or Booknon-Entry Share certificated Warrants represented by book entry (“Uncertificated Shares” and “Uncertificated Warrants”, respectively), shall be entitled to receive in exchange therefor therefor, as applicable, the applicable Per Share Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt payable in respect of such Certificate Shares (or affidavit excluding, for the avoidance of loss in lieu thereofdoubt, the Excluded Shares and Dissenting Shares) or Book-Entry Sharethe Per Warrant Merger Consideration or the Per Warrant Consent Fee payable in respect of such Warrants (excluding, and for the Certificate (avoidance of doubt, the Excluded Warrants), subject to applicable withholding in accordance with Section 3.7. Any Share Certificates or affidavit of loss in lieu thereof) or Book-Entry Share Warrant Certificates so surrendered shall forthwith be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry 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. 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 No interest shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed paid or shall be otherwise in proper form for accrue on the cash payable upon the cancellation of any Shares or Warrants or the surrender or transfer and (B) the Person requesting such payment shall have paid of any transfer and other similar Taxes required by reason of the payment of the Merger Consideration Share Certificates or Warrant Certificates pursuant to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. 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 in cash as contemplated by this Section 2.2, without interest thereonArticle III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Frontier Public Holding Ltd.), Agreement and Plan of Merger (New Frontier Health Corp)
Procedures for Surrender. Promptly after the Company Merger Effective Time (but in no event later than three five (35) business daysdays after the Company Merger Effective Time), Parent shall, and DLR shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of (i) a certificate or certificates which immediately prior to the Company Merger Effective Time represented outstanding Company Shares or shares of Company Series C Preferred Stock (the “Certificates”) or (ii) non-certificated Company Shares or shares of Company Series C Preferred Stock represented by book-entry (“Book-Entry Shares”) and and, in each case, whose Company Shares or shares of Company Series C Preferred Stock, as applicable, were converted pursuant to Section 2.1 into the right to receive the Merger Consideration or the Preferred Merger Consideration, as applicable, (iA) 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 Exchange Agent and shall be in such form and have such other provisions as Parent DLR may reasonably specify and (iiB) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration or the Preferred Merger Consideration, as applicable, including any amount payable in respect of the Fractional Share Consideration in accordance with Section 2.6 and any dividends or other distributions on shares of DLR Common Stock in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationDLR, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration or Preferred Merger Consideration (as applicable) for each share of Company Common Stock or Company Series C Preferred Stock (as applicable) formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article II (rounded down to the nearest whole share, if applicable), any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of DLR Common Stock or DLR Series C Preferred Stock in accordance with Section 2.2(f) for each Company Share or share of Company Series C Preferred Stock formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Company Merger Effective Time or (ii) the Paying Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration or Preferred 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 precedent of payment that (Ai) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (Bii) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration or Preferred Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of Parent DLR that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration or Preferred Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, each Certificate and Book-Entry Share shall be deemed at any time after the Company Merger Effective Time to represent only the right to receive the applicable Merger Consideration or Preferred Merger Consideration (as applicable), including any amount payable in cash as contemplated by this respect of the Fractional Share Consideration in accordance with Section 2.22.6 and any dividends or other distributions on shares of DLR Common Stock or DLR Series C Preferred Stock in accordance with Section 2.2(f), without interest thereon. Shares of DLR Common Stock or DLR Series C Preferred Stock deliverable pursuant to this Section 2.2(b) in exchange for shares of Company Common Stock or Company Series C Preferred Stock, respectively, shall be in uncertificated book-entry form.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dupont Fabros Technology, Inc.)
Procedures for Surrender. Promptly As promptly as reasonably practicable after the Company Merger Effective Time (but in no event later than three (3) business days)Time, Parent shall, and the Holdco Merger Surviving Company shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate Company Certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Company Book-Entry Shares”) and Share, in each case whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Company Merger Consideration at the Company Merger Effective Time pursuant to this Agreement: (i) a 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 delivery of the such Company Certificates (or affidavits of loss in lieu thereof) to the Paying Agent Exchange Agent, and shall otherwise be in such form and have such other provisions as Parent the Holdco Merger Surviving Company may reasonably specify after consultation with the Company; and (ii) instructions for effecting the surrender of the Company Certificates or Company Book-Entry Shares in exchange for payment of the Company Merger Consideration. Upon surrender of Company Certificates (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Company Certificates or Company Book-Entry Shares, the record holder of such Company Certificates or Company Book-Entry Shares shall be entitled to receive in exchange therefor the Company Merger Consideration into which the Company Shares formerly represented by such Company Certificates or such Company Book-Entry Shares were converted pursuant to Article II, and the Company Certificates so surrendered shall forthwith be cancelled. The Exchange Agent shall accept such Company Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Company Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment of the Company Merger Consideration is to may be made to a Person person other than the Person person in whose name the Company Certificate so surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the if such Company Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and (B) the Person person requesting such payment shall have paid pay to the Exchange Agent any transfer and other similar Taxes required by reason of the payment of the Company Merger Consideration Consideration, as applicable, to a Person person other than the registered holder of the Company Certificate so surrendered or shall have established establish to the satisfaction of Parent the Holdco Merger Surviving Company that such Tax Taxes either has have been paid or is are not required to be paid. Payment of the Company Merger Consideration with respect to Company Book-Entry Shares shall only be made to the Person person in whose name such Company Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, each No interest shall be paid or accrue on any cash payable upon surrender of any Company Certificate and or Company Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2, without interest thereonShare.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Game Technology)
Procedures for Surrender. Promptly (but no more than five (5) Business Days) after the Effective Time (but in no event later than three (3) business days)Time, Parent shall, and Community shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Merchants Shares (the “Merchants Certificates”) or non-certificated Merchants Shares represented by book-entry (“Book-Entry Shares”) and whose Merchants Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration and who has not theretofore submitted its Merchants Certificates or Book-Entry Shares with an Election Form (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Merchants Certificates shall pass, only upon delivery of the Merchants Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent Community may reasonably specify and (ii) instructions for effecting the surrender of the Merchants Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration into which such Merchants Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.7, and any dividends or other distributions on shares of Community Common Stock in accordance with Section 2.3(f). Upon surrender of a Merchants Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationCommunity, together with such letter of transmittal or Election Form duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Merchants Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article 2, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.7, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Community Common Stock in accordance with Section 2.3(f) for each Merchants Share formerly represented by such Merchants Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days Business Days following the later to occur of (ix) the Effective Time or completion of the prorations to the Merger Consideration as described in Section 2.2(c) and (iiy) the Paying Exchange Agent’s receipt of such Merchants Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Merchants Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Merchants Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 Merchants Certificate is registered, it shall be a condition precedent of payment that (A) the Merchants Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Merchants Certificate surrendered or shall have established to the satisfaction of Parent Community that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.22.3, each Merchants Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Article 2, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.22.7, and any dividends or other distributions on shares of Community Common Stock in accordance with Section 2.3(f), without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Merchants Bancshares Inc)
Procedures for Surrender. Promptly after the First Effective Time (but in no event later than three (3) business days)Time, Parent shall, and shall cause the Ultimate Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the First Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares each were converted pursuant to Section 2.1 into the right to receive the Per Share Merger Consideration (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 thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Per Share Merger ConsiderationConsideration into which such Company Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on shares of Parent Stock in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Ultimate Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Per Share Merger Consideration pursuant to the provisions of this Article II for each Company Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) delivered within five (5) ten business days following the later to occur of (ix) the First Effective Time or (iiy) the Paying Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Per Share 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of Parent the Ultimate Surviving Corporation that such Tax either has been paid or is not required to be paid. Payment of the applicable Per Share Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, each Certificate and Book-Entry Share shall be deemed at any time after the First Effective Time to represent only the right to receive the applicable Per Share Merger Consideration in cash as contemplated by this Section 2.2Article II, without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Kla Tencor Corp)
Procedures for Surrender. Promptly after the Effective Time (but and in no any event later than within three (3) business daysBusiness Days thereafter), Parent shall, and shall cause the Surviving Corporation to, shall cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (other than Excluded Shares) that are Certificates notice advising such holders of the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) and whose Shares were converted pursuant to Section 2.1 into effectiveness of the right to receive the Merger Consideration Merger, including (i) a letter of transmittal, which shall specify appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates (or affidavits of loss in lieu thereofof the Certificates, as provided in Section 3.5) to the Paying Agent and shall Agent, such materials to be in such form and have such other provisions as Parent may reasonably specify desires with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”) and (ii) instructions for effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereofof the Certificates) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration to which such holders are entitled pursuant to the terms of this Agreement. Upon Subject to Section 3.2(e), upon surrender to the Paying Agent of Shares (other than Excluded Shares) that are Certificates, by physical surrender of a such Certificate (or an affidavit of loss in lieu thereofof a Certificate, as provided in Section 3.5) or that are Book-Entry Share for cancellation to Shares, by book-receipt of an “agent’s message” by the Paying Agent or to such other agent or agents as may be appointed by Parent or in connection with the Surviving Corporationtransfer of Book-Entry Shares, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, terms of the Letter of Transmittal and such other documents as may be required pursuant to such accompanying instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings as provided in Section 3.6) of cash that such holder has the applicable Merger Consideration for each Share formerly represented right to receive pursuant to Section 2.1 by such check or wire transfer of immediately available funds. No interest will be paid or accrued on any amount payable upon due surrender of Shares, and any Certificate or ledger entry relating to Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur Shares formerly representing shares of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share Company Common Stock that have been so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as cancelled by the Paying Agent may impose to effect an orderly exchange thereof Agent. In the event of a transfer of ownership of certificated Shares (other than Excluded Shares) that is not registered in accordance with normal exchange practices. If payment the transfer records of the Merger Consideration is 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 upon due surrender of the Certificate surrendered or shall have established may be issued to such transferee if the Certificate formerly representing such Shares is presented to the satisfaction of Parent Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that such Tax either has any applicable stock transfer Taxes have been paid or is are not required applicable, in each case, in form and substance, reasonably satisfactory to be paidthe Paying Agent. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registeredregistered in the stock transfer books of the Company. Until surrendered as contemplated by this Section 2.2Immediately prior to and no later than the Effective Time, each Certificate holder of depositary interests (a “CDI Holder”), in respect of the Depositary Shares, issued by Computershare Investor Services plc (the “Company Depositary” and Book-Entry Share shall such interests, the “Company Depositary Interests”) will be deemed at any time recorded on the stock ledger of the Company as holding the number of Shares equal to the Company Depositary Interests held by such CDI Holder immediately prior to the cancellation of such Company Depositary Interests pursuant to Section 6.7 of this Agreement. Promptly after the Effective Time (and in any event within three Business Days thereafter), the Paying Agent shall procure that an instruction is given to represent only Euroclear UK & Ireland Limited (“Euroclear”) to create an assured payment obligation in favor of each CDI Holder’s account with Euroclear’s CREST settlement system (“CREST”) in the amount (after giving effect to any required Tax withholdings as provided in Section 3.6) of cash that such CDI Holder has the right to receive pursuant to Section 2.1. The creation of such assured payment obligation shall be a complete discharge of the Merger Consideration obligations of Parent under this Agreement with reference to payments made through CREST. Where a CDI Holder is a nominee of a person beneficially interested in cash as contemplated by this Section 2.2such Company Depositary Interests, without interest thereonthe payments will be made to such nominee which will be responsible for forwarding such payments to the persons entitled to them under the nominee arrangements.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Procedures for Surrender. Promptly Not less than ten (10) Business Days after the Effective Time (but in no event later than three (3) business days)Time, Parent shall, and shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares (the “Company Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration and who has not theretofore submitted its Company Certificates with an Election Form (i) a 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 delivery of the Company Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may are reasonably specify acceptable to the Company and Parent, and which Letter of Transmittal shall contain a release of claims in the form of Section 4.21 hereto and agreement of the Company Stockholders to comply with the obligations set forth in this Agreement applicable to Company Stockholders as if they were a direct party hereto (which agreement to comply shall be substantially in the form of Exhibit E hereto), and (ii) instructions for effecting the surrender of the Company Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration into which such Company Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.7, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.3(h). Upon surrender of a Company Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationParent, together with such letter of transmittal or Election Form duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Company Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II (less any Escrow Consideration and the Stockholders’ Representative Expense Amount), any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.7, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.3(h) for each Company Share formerly represented by such Certificate or Book-Entry ShareCompany Certificate, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days Business Days following the later to occur of (ix) the Effective Time or completion of the prorations to the Merger Consideration as described in Section 2.2(b) and (iiy) the Paying Exchange Agent’s receipt of such Company Certificate (or affidavit of loss in lieu thereof), and the Company Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Company Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 Company Certificate is registered, it shall be a condition precedent of payment that (A) the Company Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Company Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, each Company Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.22.7, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.3(h), without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Community Bank System, Inc.)
Procedures for Surrender. Promptly (but not more than five (5) Business Days) after the Effective Time (but in no event later than three (3) business days)Time, Parent shall, and SBC shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Holdings Shares (the “Holdings Certificates”) or non-certificated Holdings Shares represented by book-entry (“Book-Entry Shares”) and whose Holdings Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration and who has not theretofore submitted its Holdings Certificates or Book-Entry Shares with an Election Form (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Holdings Certificates shall pass, only upon delivery of the Holdings Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent SBC may reasonably specify and (ii) instructions for effecting the surrender of the Holdings Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration into which such Holdings Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.7, and any dividends or other distributions on shares of SBC Common Stock in accordance with Section 2.3(f). Upon surrender of a Holdings Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationSBC, together with such letter of transmittal or Election Form duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Holdings Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article 2, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.7, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of SBC Common Stock in accordance with Section 2.3(f) for each Holdings Share formerly represented by such Holdings Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days Business Days following the later to occur of (ix) the Effective Time or completion of the prorations to the Merger Consideration as described in Section 2.2(c) and (iiy) the Paying Exchange Agent’s receipt of such Holdings Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Holdings Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Holdings Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 Holdings Certificate is registered, it shall be a condition precedent of payment that (A) the Holdings Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Holdings Certificate surrendered or shall have established to the satisfaction of Parent SBC that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.22.3, each Holdings Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Article 2, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.22.7, and any dividends or other distributions on shares of SBC Common Stock in accordance with Section 2.3(f), without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seacoast Banking Corp of Florida)
Procedures for Surrender. Promptly after the Effective Time (but in no event later than three (3) business days)Time, Parent Holdco shall, and shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding Company Shares (the “Company Certificates”) or non-certificated Company Shares represented by book-entry (“Company Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a 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 delivery of the Company Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent Holdco may reasonably specify and (ii) instructions for effecting the surrender of the Company Certificates (or affidavits of loss in lieu thereof) or Company Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration into which such Company Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on Holdco Shares in accordance with Section 2.2(f). Upon surrender of a Company Certificate (or an affidavit of loss in lieu thereof) or Company Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent Holdco or the Surviving CorporationCorporation (including, if applicable, upon receipt of an “agent’s message” by the Exchange Agent with respect to the transfer of Company Book-Entry Shares), together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Company Certificate or Company Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on Holdco Shares in accordance with Section 2.2(f) for each Company Share formerly represented by such Company Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Company Book-Entry Share, and the Company Certificate (or affidavit of loss in lieu thereof) or Company Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Company Certificates (or affidavits of loss in lieu thereof) or Company Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 Company Certificate or Company Book-Entry Share is registered, it shall be a condition precedent of payment that (A) the Company Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer (and the Company Book-Entry Share so surrendered shall be in proper form for transfer) and (B) 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 the Company Certificate or Company Book-Entry Share (as applicable) surrendered or shall have established to the satisfaction of Parent Holdco that such Tax either has been paid or is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, each Company Certificate and Company Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.22.6, and any dividends or other distributions on Holdco Shares in accordance with Section 2.2(f), in each case without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Broadcom Cayman L.P.)
Procedures for Surrender. Promptly As promptly as practicable after the Effective Time (Time, but in no event later than three five (35) business days)Business Days thereafter, Parent shall, and shall cause the Surviving Corporation to, shall cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) and whose ), in each case, which Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittaltransmittal in customary form, 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 (or affidavits of loss in lieu thereof) to the Paying Agent and shall be or, in such form and have such other provisions as Parent may reasonably specify the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration pursuant to Section 2.1(a). Upon As promptly as practicable (but in no event later than five (5) Business Days thereafter), upon (A) surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share Certificates for cancellation to the Paying Agent or to such other agent or agents as Table of Contents may be appointed by Parent or the Surviving Corporation, together with such Purchaser and delivery of a letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto or (B) 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) and delivery of a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsapplicable, the holder holders of such Certificate Certificates or Book-Entry Share Shares shall be entitled to receive in exchange therefor an amount in cash equal to the applicable Merger Consideration for each Share formerly product obtained by multiplying (y) the aggregate number of Shares represented by such Certificate holder’s transferred Certificates or Book-Entry ShareShares that were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a), to be mailed by (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (iz) the Effective Time Merger Consideration (less any applicable withholding Tax pursuant to Section 2.2(f)), and the Certificates or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or transferred Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share Shares so surrendered shall forthwith be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or and transferred Book-Entry 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. If payment No interest shall be paid or accrued for the benefit of holders 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer Certificates and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to on the Person in whose name Merger Consideration payable upon the surrender of such Certificates and Book-Entry Shares are registeredShares. Until surrendered as contemplated by this hereby, and subject to Section 2.22.3, each Certificate and or Book-Entry Share shall be deemed at any time from and after the Effective Time to represent only the right to receive the Merger Consideration payable therefor upon surrender thereof in cash as contemplated by accordance with the provisions of this Section 2.2, without interest thereonArticle II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integrated Device Technology Inc)
Procedures for Surrender. (a) Promptly after the Effective Time (but and in no any event later than three within four (34) business daysBusiness Days thereafter), Parent shall, and AMGP shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate Eligible Units that are (i) Certificates or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”ii) or non-certificated Shares represented by book-entry (“Book-Entry SharesUnits not held through The Depositary Trust Company (“DTC”) and whose Shares were converted pursuant to Section 2.1 into notice advising such holders of the right to receive effectiveness of the Merger Consideration Merger, including (iA) a letter of transmittal, which shall specify appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass, pass only upon delivery of the Certificates (or affidavits of loss in lieu thereofof the Certificates, as provided in Section 4.7) or transfer of the Book-Entry Unit to the Paying Agent and shall Exchange Agent, such materials to be in such form and have such other provisions as Parent may reasonably specify the AMGP Parties desire with approval of the AMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (iiB) instructions for effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereofof the Certificates) or transferring the Book-Entry Shares Units to the Exchange Agent in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or an affidavit of loss , cash in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporationof fractional shares of AMGP Common Stock, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Shareif any, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss paid in lieu thereof) or Book-Entry Shareconsideration therefor, and the Certificate (or affidavit of loss any dividends payable pursuant to Section 4.3, in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept each case, to which such Certificates (or affidavits of loss in lieu thereof) or Book-Entry 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. 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established holders are entitled pursuant to the satisfaction terms of Parent that such Tax either has been paid or is not required to be paidthis Agreement. Payment of the Merger Consideration with With respect to Book-Entry Shares Units held through DTC, AMGP and AMLP shall only cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, cash in lieu of fractional shares of AMGP Common Stock, if any, to be made paid in consideration therefor, and cash for the amount of any dividends payable pursuant to Section 4.3, in each case, to which the holders thereof are entitled pursuant to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by terms of 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 in cash as contemplated by this Section 2.2, without interest thereonAgreement.
Appears in 1 contract
Samples: Simplification Agreement (Antero Midstream Partners LP)
Procedures for Surrender. (a) Promptly after the Effective Time (but and in no any event later than within three (3) business daysBusiness Days thereafter), Parent shall, and MPLX shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate Public Unitholder Eligible Units, Affiliated Unitholder Eligible Units or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares ANDX Series A Preferred Units, as applicable, that are represented by book-entry (“i) Certificates or (ii) Book-Entry SharesUnits not held through The Depositary Trust Company (“DTC”) and whose Shares were converted pursuant to Section 2.1 into notice advising such holders of the right to receive effectiveness of the Merger Consideration Merger, including (iA) a letter of transmittal, which shall specify appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates such Public Unitholder Eligible Units, Affiliated Unitholder Eligible Units or ANDX Series A Preferred Units shall pass, pass only upon delivery of the Certificates (or affidavits of loss in lieu thereofof the Certificates, as provided in Section 4.7) or transfer of the Book-Entry Unit to the Paying Exchange Agent and shall (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to be in such form and have such other provisions as Parent may reasonably specify the MPLX Parties desire with approval of the ANDX Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (iiB) instructions for effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereofof the Certificates) or transferring the Book-Entry Shares Units to the Exchange Agent in exchange for payment of the Public Unitholder Merger Consideration. Upon surrender of a Certificate (or an affidavit of loss , Affiliated Unitholder Merger Consideration, cash in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporationof fractional units of MPLX Common Units, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Shareif any, to be mailed (issued or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later paid in consideration therefor and distributions, in each case, to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of which such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry 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. 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established holders are entitled pursuant to the satisfaction terms of Parent that such Tax either has been paid or is not required to be paidthis Agreement. Payment of the Merger Consideration with With respect to Book-Entry Shares Units held through DTC, MPLX and ANDX shall only cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Public Unitholder Eligible Units, Affiliated Unitholder Eligible Units or ANDX Series A Preferred Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Public Unitholder Merger Consideration, Affiliated Unitholder Merger Consideration and ANDX Series A Consideration, as applicable, and cash in lieu of fractional units of MPLX Common Units, if any, to be made issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by terms of 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 in cash as contemplated by this Section 2.2, without interest thereonAgreement.
Appears in 1 contract
Procedures for Surrender. Promptly (but no more than five (5) Business Days) after the Effective Time (but in no event later than three (3) business days)Time, Parent shall, and Community shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Merchants Shares (the “"Merchants Certificates”") or non-certificated Merchants Shares represented by book-entry (“"Book-Entry Shares”") and whose Merchants Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration and who has not theretofore submitted its Merchants Certificates or Book-Entry Shares with an Election Form (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Merchants Certificates shall pass, only upon delivery of the Merchants Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent Community may reasonably specify and (ii) instructions for effecting the surrender of the Merchants Certificates (or affidavits of loss in lieu thereof) or Book-Entry BookEntry Shares in exchange for payment of the Merger ConsiderationConsideration into which such Merchants Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.7, and any dividends or other distributions on shares of Community Common Stock in accordance with Section 2.3(f). Upon surrender of a Merchants Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationCommunity, together with such letter of transmittal or Election Form duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Merchants Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article 2, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.7, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Community Common Stock in accordance with Section 2.3(f) for each Merchants Share formerly represented by such Merchants Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days Business Days following the later to occur of (ix) the Effective Time or completion of the prorations to the Merger Consideration as described in Section 2.2(c) and (iiy) the Paying Exchange Agent’s 's receipt of such Merchants Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Merchants Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Merchants Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 Merchants Certificate is registered, it shall be a condition precedent of payment that (A) the Merchants Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Merchants Certificate surrendered or shall have established to the satisfaction of Parent Community that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.22.3, each Merchants Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Article 2, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.22.7, and any dividends or other distributions on shares of Community Common Stock in accordance with Section 2.3(f), without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Community Bank System, Inc.)
Procedures for Surrender. Promptly after the Merger Effective Time (Time, but in no event later more than three five (35) business days)days following the Merger Effective Time, Parent Tecogen shall, and shall cause the Surviving Corporation Entity to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Merger Effective Time represented outstanding ADGE Shares (the “Certificates”) ), or non-certificated uncertificated ADGE Shares represented by book-entry (“Book-Entry Shares”) ), and in each case whose ADGE Shares were converted exchanged pursuant to Section 2.1 into for the right to receive the shares of Tecogen Common Stock as Merger Consideration Consideration, (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 such Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent Tecogen may reasonably specify specify, including provisions releasing and indemnifying the Surviving Entity and ADGE’s officers and directors from any liabilities related to the conduct of ADGE’s business prior to the Merger Effective Time (the “Letter of Transmittal”), and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of shares of Tecogen Common Stock for which such ADGE Shares are to be exchanged, including, any amount payable in respect of the Merger ConsiderationFractional Share Consideration in accordance with Section 2.6. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationTecogen, together with such letter Letter of transmittal Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (A) the applicable Merger Consideration shares of Tecogen Common Stock for each Share share of ADGE Common Stock formerly represented by such Certificate or Book-Entry ShareShare pursuant to the provisions of this Article II (rounded down to the nearest whole share) and (B) a check or wire transfer representing any Fractional Share Consideration that such holder of a Certificate or Book-Entry Share has the right to receive pursuant to the provisions of Section 2.6. The amount due pursuant to clause (B), to if any, shall be mailed to such holder (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Merger Effective Time or (ii) the Paying Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent the Surviving Entity that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, each Certificate and Book-Entry Share shall be deemed at any time after the Merger Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Article II, including any amount payable in respect of the Fractional Share Consideration in accordance with Section 2.2, without interest thereon2.6. Shares of Tecogen Common Stock deliverable pursuant to this Section 2.2(b) in exchange for shares of ADGE Common Stock shall be in uncertificated book-entry form.
Appears in 1 contract
Procedures for Surrender. Promptly Promptly, but in any event within five (5) business days after the Effective Time (but in no event later than three (3) business days)Time, Parent Seaways shall, and shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) or otherwise provide (i) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Diamond Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) and whose Diamond Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (iA) 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 Exchange Agent and shall be in such customary form and have such other provisions as Parent Seaways may reasonably specify subject to Diamond’s reasonable approval prior to the Effective Time and (iiB) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration issuable and payable in respect of such Diamond Shares pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.5, and any dividends or other distributions on Seaways Shares in accordance with Section 2.2(f) or (ii) to each holder of record of non-certificated Diamond Shares represented by book-entry (“Book-Entry Shares”) whose Diamond Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration, a notice of the effectiveness of the Merger. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent Seaways or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, and without any action by any holder of record of any Book-Entry Share, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and any amounts that such holder has the right to receive in respect of dividends or other distributions on Seaways Shares in accordance with Section 2.2(f) for each Diamond Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) as promptly as practicable and, with respect to the holders of Certificates, within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share), letter of transmittal and such other documents, and the Certificate (or affidavit of loss in lieu thereof) so surrendered or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent the Surviving Corporation that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as satisfaction of the applicable procedures contemplated by this Section 2.22.2(b), each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.22.5, and any dividends or other distributions on Seaways Shares in accordance with Section 2.2(f), without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Seaways, Inc.)
Procedures for Surrender. Promptly As soon as reasonably practicable after the Effective Time (Time, but in no event later more than three (3) business days)days following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares or Company Preferred Shares (the “Certificates”) or non-certificated Company Shares or non-certificated Company Preferred Shares represented by book-entry shares (“Book-Entry Shares”) and whose Company Shares or Company Preferred Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (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 thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify and the Company agree prior to the Effective Time and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration into which such Company Shares or Company Preferred Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.5, and any dividends or other distributions on Parent Shares in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationParent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Shares in accordance with Section 2.2(f) for each Company Share and Company Preferred Share formerly represented by such Certificate or Book-Entry Share, to be mailed within three (or made available for collection by hand if so elected by the surrendering holder) within five (53) business days following the later to occur of (i) the Effective Time or (ii) the Paying Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent the Surviving Corporation that such Tax either has been paid or is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. 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 in cash as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.22.5, and any dividends or other distributions on Parent Shares in accordance with Section 2.2(f), without interest thereon.
Appears in 1 contract
Procedures for Surrender. Promptly after the First Effective Time (but in no event later than three (3) business days)Time, Parent shall, and shall cause the Surviving Corporation Company to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the First Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 3.1 into the right to receive the Merger Consideration (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 thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration into which such Company Shares have been converted pursuant to Section 3.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 3.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationCompany, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article III, any Fractional Share Consideration that Table of Contents such holder has the right to receive pursuant to the provisions of Section 3.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (ix) the Effective Time Election Deadline and the determination of pro ration pursuant to Section 3.1(e) or (iiy) the Paying Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent the Surviving Company that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.23.2, each Certificate and Book-Entry Share shall be deemed at any time after the First Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Article III, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.23.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f), without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pharmacyclics Inc)
Procedures for Surrender. Promptly after the Effective Time (but in no event later than three (3) business days)Time, Parent shall, and shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares or Company Preferred Shares, as applicable (the “Certificates”) ), or non-certificated noncertificated Company Shares or Company Preferred Shares, as applicable, represented by book-entry bookentry (“Book-Entry BookEntry Shares”) and whose Shares Certificates and Book-Entry Shares, as applicable, were converted pursuant to Section 2.1 3.1 into the right to receive the applicable Merger Consideration (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 thereofthereof and, if required by Parent, an indemnity bond) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereofthereof and, if required by Parent, an indemnity bond) or Book-Entry BookEntry Shares in exchange for payment of the applicable Merger ConsiderationConsideration into which such Company Shares or Company Preferred Shares, as applicable, have been converted pursuant to Section 3.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 3.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereofthereof and, if required by Parent, an indemnity bond) or Book-Entry BookEntry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry BookEntry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article III, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f) for each Company Share formerly represented by such Certificate or Book-Entry BookEntry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (ix) the Effective Time Election Deadline and the determination of proration pursuant to Section 3.1(e) or (iiy) the Paying Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereofthereof and, if required by Parent, an indemnity bond) or Book-Entry BookEntry Share, and the Certificate (or affidavit of loss in lieu thereofthereof and, if required by Parent, an indemnity bond) or Book-Entry BookEntry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereofthereof and, if required by Parent, an indemnity bond) or Book-Entry BookEntry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Notwithstanding anything herein to the contrary, at Parent’s election, Parent may instruct the Exchange Agent to automatically convert Book-Entry Shares into the applicable Merger Consideration without any required action on the part of the holders of such Book-Entry Shares. If payment of the applicable 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry BookEntry Shares shall only be made to the Person in whose name such Book-Entry BookEntry Shares are registered. Until surrendered as contemplated by this Section 2.23.2, each Certificate and Book-Entry BookEntry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Article III, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.23.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f), in each case without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hatteras Financial Corp)
Procedures for Surrender. (a) Promptly after the Effective Time (but and in no any event later than three (3) business dayswithin five Business Days thereafter), Parent shall, and the Surviving Corporation shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate Eligible Shares that are (a) Certificates or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”b) or non-certificated Shares represented by book-entry (“Book-Entry SharesShares not held through The Depositary Trust Company (“DTC”) and whose Shares were converted pursuant to Section 2.1 into notice advising such holders of the right to receive effectiveness of the Merger Consideration Merger, including (i) a letter of transmittal, which shall specify appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, pass only upon delivery of the Certificates (or affidavits of loss in lieu thereofof the Certificates, as provided in Section 3.7) or transfer of the Book-Entry Shares to the Paying Exchange Agent and shall (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares), such materials to be in such form and have such other provisions as Parent may reasonably specify desires with prior approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (ii) instructions for effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereofof the Certificates) or transferring the Book-Entry Shares to the Exchange Agent in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or an affidavit of loss , cash in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by of fractional shares of Parent or the Surviving CorporationCommon Stock, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Shareif any, to be mailed (issued or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later paid in consideration therefor and dividends or distributions, in each case, to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of which such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry 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. 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established holders are entitled pursuant to the satisfaction terms of Parent that such Tax either has been paid or is not required to be paidthis Agreement. Payment of the Merger Consideration with With respect to Book-Entry Shares held through held through DTC, Parent and the Company shall only cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, cash in lieu of fractional shares of Parent Common Stock, if any, to be made issued or paid in consideration therefor and dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by terms of 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 in cash as contemplated by this Section 2.2, without interest thereonAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.)
Procedures for Surrender. Promptly As soon as reasonably practicable after the Effective Time (but in no event later than three (3) business days)Closing, Parent ParentCo shall, and or shall cause the Surviving Corporation Exchange Agent to, cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration Surge Unitholder: (i) a letter of transmittaltransmittal for use in exchanging Surge Units (other than Surge Cancelled Units) for payment of such Surge Unitholder’s applicable portion of the Surge Merger Consideration, which letter of transmittal shall specify that the delivery of Surge Units (other than Surge Cancelled Units) shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits such letter of loss in lieu thereof) transmittal to the Paying Exchange Agent and shall be in such form and have or such other provisions agent as Parent may reasonably specify be appointed by ParentCo (the “Letter of Transmittal”), and (ii) instructions in customary form for effecting the surrender of the Certificates Surge Units (or affidavits of loss in lieu thereofother than Surge Cancelled Units) or Book-Entry Shares in exchange for payment of such Surge Unitholder’s portion of the Surge Closing Merger Consideration. Upon (i) surrender of a Certificate Surge Units (or an affidavit of loss in lieu thereofother than Surge Cancelled Units) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationParentCo, together with such (ii) delivery of a letter of transmittal transmittal, duly executed and in proper form, with respect to such Surge Units, (iii) delivery of a properly completed IRS Form W-9 or, if applicable, the appropriate IRS Form W-8 and validly executed any other documentation expressly required by its terms to be provided in accordance connection with the instructions theretoLetter of Transmittal, and such other documents as may be required (iv) if applicable pursuant to such instructionsSection 4.16, the holder execution and delivery to ParentCo of such Certificate or Booka Lock-Entry Share Up Agreement, each Surge Unitholder shall be entitled to receive in exchange therefor such Surge Unitholder’s portion of the applicable Surge Closing Merger Consideration and percentage of the Escrow Amount released pursuant to Section 1.7(g) (if any) as is set forth in the Final Allocation Schedule, for each Share formerly represented such Surge Unit held by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share them. Any Surge Units so surrendered shall will forthwith be forthwith cancelled. The Paying Agent shall accept Surge Closing Merger Consideration and Escrow Amount released pursuant to Section 1.7(g) (if any) paid upon the surrender for exchange of Surge Units pursuant to this Section 1.7(c) will be deemed to have been paid in full satisfaction of all rights pertaining to such Certificates (or affidavits of loss in lieu thereof) or Book-Entry 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 practicesSurge Units. If payment of the Surge Merger Consideration is to be made to a Person other than the Person in whose name the any surrendered Certificate Surge Units is registered, it shall will be a condition precedent of payment that (A) the Certificate Surge Units so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer transfer, and (B) the Person requesting such payment shall will have paid any transfer and other or similar Taxes required by reason of the payment of a Surge Unitholder’s portion of the Surge Closing Merger Consideration or percentage of the Escrow Amount released pursuant to Section 1.7(g) (if any) to a Person other than the registered holder of the Certificate Surge Unit so surrendered or shall will have established to the satisfaction of Parent the Exchange Agent that such Tax Taxes either has have been paid or is are not required to payable. Any other transfer or similar Taxes incurred in connection with the Mergers will be paid. Payment paid by ParentCo; provided, however, that any such Taxes that are solely the obligation of the Merger Consideration with respect to Book-Entry Shares Surge Blockers or their respective shareholders under applicable Law shall only be made to paid by the Person in whose name such Book-Entry Shares are registeredrespective Surge Blockers or their shareholders, as applicable. Until surrendered as contemplated by this Section 2.2hereby, each Certificate and Book-Entry Share shall Surge Unit (other than Surge Cancelled Units) will be deemed at any time after the Combination Merger Effective Time to represent only the right to receive the portion of the Surge Closing Merger Consideration in cash as contemplated by this and percentage of the Escrow Amount released pursuant to Section 2.2, without interest thereon1.7(g) (if any) applicable to such Surge Unit.
Appears in 1 contract
Procedures for Surrender. Promptly after the Merger Effective Time (but in no event later than three five (35) business daysdays after the Merger Effective Time), Parent shall, and shall cause the Surviving Corporation Entity to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Merger Effective Time represented outstanding Company Shares (the “Certificates”) ), or non-certificated uncertificated Company Shares represented by book-entry (“Book-Entry Shares”) ), and in each case whose Company Shares were converted exchanged pursuant to Section 2.1 into for the right to receive the Merger Consideration shares of Parent 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 such Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of shares of Parent Common Stock for which such Company Shares are to be exchanged, including, any amount payable in respect of the Merger ConsiderationFractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationEntity, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (A) the applicable Merger Consideration shares of Parent Common Stock for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article II (rounded down to the nearest whole share), (B) a check or wire transfer representing any Fractional Share Consideration that such holder of a Certificate or Book-Entry Share has the right to receive pursuant to the provisions of Section 2.6, and (C) any amounts that such holder of a Certificate or Book-Entry Share has the right to receive in respect of dividends or other distributions in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share. The amounts due pursuant to clauses (A), to (B) and (C) shall be mailed to such holder (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Merger Effective Time or (ii) the Paying Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent the Surviving Entity that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, each Certificate and Book-Entry Share shall be deemed at any time after the Merger Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Article II, including any amount payable in respect of the Fractional Share Consideration in accordance with Section 2.22.6 and any dividends or other distributions in accordance with Section 2.2(f), without interest thereon. Shares of Parent Common Stock deliverable pursuant to this Section 2.2(b) in exchange for shares of Company Common Stock shall be in uncertificated book-entry form.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Omega Healthcare Investors Inc)
Procedures for Surrender. Promptly after the Merger Effective Time (but in no event later than three five (35) business daysdays after the Merger Effective Time), Parent shall, and shall cause the Surviving Corporation Entity to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Merger Effective Time represented outstanding Company Shares (the “Certificates”) ), or non-certificated uncertificated Company Shares represented by book-entry (“Book-Entry Shares”) ), and in each case whose Company Shares were converted exchanged pursuant to Section 2.1 into for the right to receive the Merger Consideration shares of Parent 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 such Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of shares of Parent Common Stock for which such Company Shares are to be exchanged, including, any amount payable in respect of the Merger ConsiderationFractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationEntity, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (A) the applicable Merger Consideration shares of Parent Common Stock for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article II (rounded down to the nearest whole share), (B) a check or wire transfer representing any Fractional Share Consideration that such holder of a Certificate or Book-Entry Share has the right to receive pursuant to the provisions of Section 2.6, and (C) any amounts that such holder of a Certificate or Book-Entry Share has the right to receive in respect of dividends or other distributions in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share. The amounts due pursuant to clauses (A), to (B) and (C) shall be mailed to such holder (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Merger Effective Time or (ii) the Paying Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Book- Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent the Surviving Entity that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, each Certificate and Book-Entry Share shall be deemed at any time after the Merger Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Article II, including any amount payable in respect of the Fractional Share Consideration in accordance with Section 2.22.6 and any dividends or other distributions in accordance with Section 2.2(f), without interest thereon. Shares of Parent Common Stock deliverable pursuant to this Section 2.2(b) in exchange for shares of Company Common Stock shall be in uncertificated book-entry form.
Appears in 1 contract
Procedures for Surrender. Promptly after Prior to the Effective Time (but in no event later than three (3) business days)Time, Parent shall, and shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each record holder of record Company Common Stock entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of transmittal (the “Letter of Transmittal”), which shall be in a certificate or form reasonably acceptable to Parent and the Company and shall specify (i) that, with respect to shares of Company Common Stock evidenced by certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (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 proper delivery of the Certificates (or affidavits Letter of loss in lieu thereof) Transmittal to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) in exchange for the applicable Per Share Merger Consideration payable in respect of the shares of Company Common Stock evidenced by such Certificates or Book-Entry Shares, as applicable, pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender of Certificates, if any (or affidavits of loss in lieu thereof) thereof in accordance with Section 2.2(i)), for cancellation to the Exchange Agent and delivery of a Letter of Transmittal with respect to all Certificates or Book-Entry Shares in exchange held by such holder for payment of the Merger Consideration. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporationcancellation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsinstructions (the “Transmittal Documents”), the holder of such Certificate or Book-Entry Share shares of Company Common Stock shall be entitled to receive in exchange therefor and Parent shall cause the Exchange Agent to deliver, the applicable Per Share Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by in accordance with the surrendering holder) within five (5) business days following provisions of Section 2.1 and as set forth in the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry ShareAllocation Statement, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or and Book-Entry 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. 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 precedent of payment that (A) the Certificate so surrendered shall forthwith be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registeredcancelled. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate and Book-Entry Share entitled to receive the applicable Per Share Merger Consideration in accordance with Section 2.1 shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive in cash as contemplated by this accordance with the provisions of Section 2.2, without interest thereon2.1.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lifesci Acquisition II Corp.)
Procedures for Surrender. Promptly after the Effective Time Time, HoldCo shall mail to (but in no event later than three (3i) business days), Parent shall, and shall cause the Surviving Corporation to, cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Avian Merger Effective Time represented outstanding Shares shares of Parent Capital Stock (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) ), and whose Shares which shares of Parent Capital Stock were converted pursuant to Section 2.1 2.1(a) into the right to receive the Merger Consideration (i) shares of HoldCo Capital Stock, 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 thereofthereof and, if required by HoldCo, a customary indemnity bond) to the Paying Agent HoldCo and shall be in such form and have such other provisions as Parent HoldCo may reasonably specify and (ii) each holder of a Certificate, each holder of a book-entry unit which immediately prior to the Effective Time represented outstanding Company Units (the “Company Book-Entry Units”) and, if a Revised Structure Notice has not been given, each holder of a book-entry share which immediately prior to the Effective Time represented outstanding SVF Blocker Common Stock (the “SVF Blocker Book-Entry Shares”) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or thereof and, if required by HoldCo, an indemnity bond), Company Book-Entry Shares Units and, if applicable, SVF Blocker Common Stock in exchange for payment of the Merger Considerationshares of HoldCo Capital Stock into which such shares of Parent Capital Stock, Company Units or SVF Blocker Book-Entry Shares, as applicable, have been converted pursuant to Section 2.1(a), Section 2.1(b) or Section 2.1(c), as applicable, including any dividends or other distributions on shares of HoldCo Capital Stock in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereofthereof and, if required by HoldCo, an indemnity bond) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationHoldCo, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, or, in the case of a book-entry share which immediately prior to the Avian Merger Effective Time represented outstanding shares of Parent Capital Stock (the “Parent Book-Entry Shares” and, together with the Company Book-Entry Units and, if applicable, the SVF Blocker Book-Entry Shares, the “Book-Entry Shares”), Company Book-Entry Units and SVF Blocker Book-Entry Shares, in each case which shares of Parent Capital Stock, Company Units or shares of SVF Blocker Common Stock, as applicable, were converted pursuant to Section 2.1(a), Section 2.1(b) or Section 2.1(c), as applicable, into the right to receive shares of HoldCo Capital Stock, upon surrender of such Book-Entry Share, and in each case upon delivery of such other documents as may reasonably be required pursuant to such instructionsby HoldCo, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (A) that number of whole shares of HoldCo Capital Stock (which shall be in the applicable Merger Consideration for each Share formerly represented by form of HoldCo Carta Certificates) to which such Certificate or Book-Entry Shareholder has the right to receive pursuant to Section 2.1(a), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereofSection 2.1(b) or Book-Entry ShareSection 2.1(c), as applicable, and (B) any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of HoldCo Capital Stock in accordance with Section 2.2(f), and the Certificate (or affidavit of loss in lieu thereofthereof and, if required by HoldCo, an indemnity bond) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits If any payment in respect of loss in lieu thereof) a surrendered Certificate or Book-Entry 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. If payment of the Merger Consideration Share 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 precedent of payment that (Ax) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (By) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration being made to a Person other than the registered holder of the such Certificate surrendered or Book-Entry Share or shall have established to the reasonable satisfaction of Parent HoldCo that such Tax either has been paid or is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. 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 in cash as contemplated by this Section 2.2, without interest thereon.
Appears in 1 contract
Samples: Stock Purchase and Agreement and Plan of Merger (Reinvent Technology Partners Y)
Procedures for Surrender. (a) Promptly after the Effective Time (but and in no any event later than three (3) business dayswithin five Business Days thereafter), Parent shall, and the Surviving Corporation shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate Eligible Shares that are (a) Certificates or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”b) or non-certificated Shares represented by book-entry (“Book-Entry SharesShares not held through The Depositary Trust Company (“DTC”) and whose Shares were converted pursuant to Section 2.1 into notice advising such holders of the right to receive effectiveness of the Merger Consideration Merger, including (i) a letter of transmittal, which shall specify appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book- Entry Shares shall pass, pass only upon delivery of the Certificates (or affidavits of loss in lieu thereofof the Certificates, as provided in Section 3.7) or transfer of the Book-Entry Shares to the Paying Exchange Agent and shall (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares), such materials to be in such form and have such other provisions as Parent may reasonably specify desires with prior approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (ii) instructions for effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereofof the Certificates) or transferring the Book-Entry Shares to the Exchange Agent in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or an affidavit of loss , cash in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by of fractional shares of Parent or the Surviving CorporationCommon Stock, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Shareif any, to be mailed (issued or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later paid in consideration therefor and dividends or distributions, in each case, to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of which such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry 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. 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established holders are entitled pursuant to the satisfaction terms of Parent that such Tax either has been paid or is not required to be paidthis Agreement. Payment of the Merger Consideration with With respect to Book-Entry Shares held through held through DTC, Parent and the Company shall only cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, cash in lieu of fractional shares of Parent Common Stock, if any, to be made issued or paid in consideration therefor and dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by terms of 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 in cash as contemplated by this Section 2.2, without interest thereonAgreement.
Appears in 1 contract
Procedures for Surrender. Promptly after the Effective Time (but in no event later than three (3) business days)Time, Parent shall, and shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares or Company Preferred Shares (as applicable the “Certificates”) ), or non-certificated Company Shares or Company Preferred Shares represented by book-entry (as applicable, “Book-Entry Shares”) and whose Shares Certificates and Book-Entry Shares, as applicable, were converted pursuant to Section 2.1 3.1 into the right to receive the applicable Merger Consideration (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 thereofthereof and, if required by Parent, an indemnity bond) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereofthereof and, if required by Parent, an indemnity bond) or Book-Entry Shares in exchange for payment of the applicable Merger ConsiderationConsideration into which such Company Shares or Company Preferred Shares, as applicable, have been converted pursuant to Section 3.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 3.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereofthereof and, if required by Parent, an indemnity bond) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article III, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (ix) the Effective Time Election Deadline and the determination of proration pursuant to Section 3.1(e) or (iiy) the Paying Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereofthereof and, if required by Parent, an indemnity bond) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereofthereof and, if required by Parent, an indemnity bond) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereofthereof and, if required by Parent, an indemnity bond) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Notwithstanding anything herein to the contrary, at Parent’s election, Parent may instruct the Exchange Agent to automatically convert Book-Entry Shares into the applicable Merger Consideration without any required action on the part of the holders of such Book-Entry Shares. If payment of the applicable 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. 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 applicable Merger Consideration in cash as contemplated by this Article III, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.23.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f), in each case without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Annaly Capital Management Inc)
Procedures for Surrender. Promptly after the Effective Time (but in no event later than three (3) business days)Time, Parent shall, and Community shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Steuben Common Shares (the “Steuben Certificates”) or non-certificated Steuben Common Shares represented by book-entry (“Book-Entry Shares”) and whose Steuben Common Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Steuben Certificates shall pass, only upon delivery of the Steuben Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent Community may reasonably specify and (ii) instructions for effecting the surrender of the Steuben Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration into which such Steuben Common Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on shares of Community Common Stock in accordance with Section 2.2(f). Upon surrender of a Steuben Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationCommunity, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Steuben Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article 2, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Community Common Stock in accordance with Section 2.2(f) for each Steuben Common Share formerly represented by such Steuben Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days Business Days following the later to occur of (i) the Effective Time or (ii) the Paying Exchange Agent’s receipt of such Steuben Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Steuben Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Steuben Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 Steuben Certificate is registered, it shall be a condition precedent of payment that (A) the Steuben Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Steuben Certificate surrendered or shall have established to the satisfaction of Parent Community that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, each Steuben Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Article 2, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.22.6, and any dividends or other distributions on shares of Community Common Stock in accordance with Section 2.2(f), without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Community Bank System, Inc.)
Procedures for Surrender. Promptly after the Effective Time (but and in no any event later than within three (3) business daysBusiness Days thereafter), Parent shall, and shall cause the Surviving Corporation to, shall cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (other than Excluded Shares) that are Certificates notice advising such holders of the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) and whose Shares were converted pursuant to Section 2.1 into effectiveness of the right to receive the Merger Consideration Merger, including (i) a letter of transmittal, which shall specify appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates (or affidavits of loss in lieu thereofof the Certificates, as provided in S ection 3.5) to the Paying Agent and shall Agent, such materials to be in such form and have such other provisions as Parent may reasonably specify desires with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”) and (ii) instructions for effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereofof the Certificates) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration to which such holders are entitled pursuant to the terms of this Agreement. Upon Subject to Section 3.2(e), upon surrender to the Paying Agent of Shares (other than Excluded Shares) that are Certificates, by physical surrender of a such Certificate (or an affidavit of loss in lieu thereofof a Certificate, as provided in Section 3.5) or that are Book-Entry Share for cancellation to Shares, by book-receipt of an “agent’s message” by the Paying Agent or to such other agent or agents as may be appointed by Parent or in connection with the Surviving Corporationtransfer of Book-Entry Shares, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, terms of the Letter of Transmittal and such other documents as may be required pursuant to such accompanying instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings as provided in S ection 3.6) of cash that such holder has the applicable Merger Consideration for each Share formerly represented right to receive pursuant to Section 2.1 by such check or wire transfer of immediately available funds. No interest will be paid or accrued on any amount payable upon due surrender of Shares, and any Certificate or ledger entry relating to Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur Shares formerly representing shares of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share Company Common Stock that have been so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as cancelled by the Paying Agent may impose to effect an orderly exchange thereof Agent. In the event of a transfer of ownership of certificated Shares (other than Excluded Shares) that is not registered in accordance with normal exchange practices. If payment the transfer records of the Merger Consideration is 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 upon due surrender of the Certificate surrendered or shall have established may be issued to such transferee if the Certificate formerly representing such Shares is presented to the satisfaction of Parent Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that such Tax either has any applicable stock transfer Taxes have been paid or is are not required applicable, in each case, in form and substance, reasonably satisfactory to be paidthe Paying Agent. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registeredregistered in the stock transfer books of the Company. Until surrendered as contemplated by this Section 2.2Immediately prior to and no later than the Effective Time, each Certificate holder of depositary interests (a “CDI Holder”), in respect of the Depositary Shares, issued by Computershare Investor Services plc (the “C ompany Depositary” and Book-Entry Share shall such interests, the “Company Depositary Interests”) will be deemed at any time recorded on the stock ledger of the Company as holding the number of Shares equal to the Company Depositary Interests held by such CDI Holder immediately prior to the cancellation of such Company Depositary Interests pursuant to Section 6.7 of this Agreement. Promptly after the Effective Time (and in any event within three Business Days thereafter), the Paying Agent shall procure that an instruction is given to represent only Euroclear UK & Ireland Limited (“ Euroclear”) to create an assured payment obligation in favor of each CDI Holder’s account with Euroclear’s CREST settlement system (“C REST”) in the amount (after giving effect to any required Tax withholdings as provided in Section 3.6) of cash that such CDI Holder has the right to receive pursuant to Section 2.1. The creation of such assured payment obligation shall be a complete discharge of the Merger Consideration obligations of Parent under this Agreement with reference to payments made through CREST. Where a CDI Holder is a nominee of a person beneficially interested in cash as contemplated by this Section 2.2such Company Depositary Interests, without interest thereonthe payments will be made to such nominee which will be responsible for forwarding such payments to the persons entitled to them under the nominee arrangements.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Procedures for Surrender. Promptly after the First Effective Time (but in no event later than three (3) business days)Time, Parent shall, and shall cause the Surviving Corporation Company to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the First Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (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 thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration into which such Company Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.7, and any dividends or other distributions on shares of Parent Stock in accordance with Section 2.3(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationCompany, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.7, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Stock in accordance with Section 2.3(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (ix) the First Effective Time or (iiy) the Paying Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent the Surviving Company that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.22.3, each Certificate and Book-Entry Share shall be deemed at any time after the First Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.22.7, and any dividends or other distributions on shares of Parent Stock in accordance with Section 2.3(f), without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forest Laboratories Inc)
Procedures for Surrender. Promptly As soon as reasonably practicable after the Effective Time (but and in no event later than three (3) business daysBusiness Days following the Closing Date), Parent shall, and Acquiror shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail to each holder of shares of Company Stock that were converted pursuant to Section 3.01(a) into the right to receive shares of Acquiror Common Stock (and make available for collection by handi) with respect to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares shares of Company Stock (each, a “Company Certificate” and, collectively, the “Company Certificates”), a letter of transmittal in substantially the form attached hereto as Exhibit H (the “CertificatesLetter of Transmittal”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a 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 delivery of the Company Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Company Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Considerationshares of Acquiror Common Stock into which such shares of Company Stock have been converted pursuant to Section 3.01(a), including any cash amount payable in respect of fractional shares of Acquiror Common Stock in accordance with Section 3.07 and any cash dividends or distributions payable in accordance with Section 3.03(c). Upon surrender of a Company Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationExchange Agent, together with such letter Letter of transmittal duly Transmittal completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the such holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (A) that number of whole shares of Acquiror Common Stock (which shall be in uncertificated book-entry form) representing the applicable Merger Per Share Common Stock Consideration and the Per Share Preferred Stock Consideration, as applicable, into which such shares of Company Common Stock and Company Preferred Stock, as applicable, have been converted pursuant to Section 3.01(a); (B) any cash in lieu of fractional shares of Acquiror Common Stock that such holder has the right to receive pursuant to Section 3.07 for each Share share of Company Stock formerly represented by such Company Certificate and (C) any cash dividends or Book-Entry Sharedistributions payable in accordance with Section 3.03(c), to be mailed (or made available for collection by hand if so elected by and the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Company Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Company Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If any payment in respect of the Merger Consideration a surrendered Company Certificate is to be made to a Person other than the Person in whose name the surrendered Company Certificate is registered, it shall be a condition precedent of payment that (Ax) the Company Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer (if applicable) and (By) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration being made to a Person other than the registered holder of the Company Certificate surrendered or shall have established to the reasonable satisfaction of Parent Acquiror or the Exchange Agent that such Tax either has been paid or is not required to be paid. Payment The approval of this Agreement by the requisite vote or written consent of holders of Company Stock required by the Company Certificate of Incorporation and applicable Law shall also be deemed to constitute approval of all arrangements relating to the Transactions and to the provisions hereof binding upon the Company Stockholders, including the releases, waivers and other provisions of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. 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 in cash as contemplated by this Section 2.2, without interest thereonLetter of Transmittal.
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Procedures for Surrender. Promptly after the Effective Time (but in no event later than three (3) business days)Time, Parent shall, and Community shall cause the Surviving Corporation to, cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Elmira Common Shares (the “Elmira Certificates”) or non-certificated Elmira Common Shares represented by book-entry (“Book-Entry Shares”) and whose Elmira Common Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (other than with respect to Elmira Restricted Shares and Elmira Stock Options) (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Elmira Certificates shall pass, only upon delivery of the Elmira Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent Community may reasonably specify and (ii) instructions for effecting the surrender of the Elmira Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration, as applicable, into which such Elmira Shares have been converted pursuant to Section 2.1. Upon surrender of a Elmira Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationCommunity, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Elmira Certificate or Book-Entry Share shall be entitled to receive in exchange therefor therefor, in the case of Elmira Common Shares, the applicable Merger Consideration pursuant to the provisions of this Article 2 for each Elmira Common Share formerly represented by such Elmira Certificate or Book-Entry Share, in each case, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days Business Days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Elmira Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Elmira Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates Elmira (or affidavits of loss in lieu thereof) or Book-Entry 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. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Elmira Certificate is registered, it shall be a condition precedent of payment that (A) the Elmira Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Elmira Certificate surrendered or shall have established to the satisfaction of Parent Community that such Tax either has been paid or is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, each Elmira 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 in cash as contemplated by this Section 2.2, without interest thereonArticle 2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Community Bank System, Inc.)
Procedures for Surrender. (a) Promptly after the Effective Time (but and in no any event later than within three (3) business daysBusiness Days thereafter), Parent shall, and the Surviving Corporation shall cause the Surviving Corporation to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate Eligible Shares that are (i) Certificates or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”ii) or non-certificated Shares represented by book-entry (“Book-Entry Shares”Shares notice advising such holders of the effectiveness of the Merger, including (A) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal, which shall specify appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, pass only upon delivery of the Certificates (or affidavits of loss in lieu thereofof the Certificates, as provided in Section 3.7) or transfer of the Book-Entry Shares to the Paying Exchange Agent and shall (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares), such materials to be in such form and have such other provisions as Parent may reasonably specify desires with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (iiB) instructions for effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereofof the Certificates, as provided in Section 3.7) or transferring the Book-Entry Shares to the Exchange Agent in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or an affidavit of loss , cash in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by of fractional shares of Parent or the Surviving CorporationCommon Stock, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Shareif any, to be mailed (issued or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss paid in lieu thereof) or Book-Entry Shareconsideration therefor, and the Certificate (any dividends or affidavit of loss distributions, in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept each case, to which such Certificates (or affidavits of loss in lieu thereof) or Book-Entry 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. 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established holders are entitled pursuant to the satisfaction terms of Parent that such Tax either has been paid or is not required to be paidthis Agreement. Payment of the Merger Consideration with With respect to Book-Entry Shares Shares, Parent and the Company shall only be made cooperate to establish procedures with the Person in whose name such Exchange Agent and the holders of Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2to ensure that the Exchange Agent will transmit to such holder or its nominees on the Closing Date (or if the Closing occurs after 11:30 a.m. (New York time) on the Closing Date, each Certificate and Book-Entry Share shall be deemed at any time on the first Business Day after the Effective Time to represent only the right to receive Closing Date), upon surrender of Eligible Shares held of record by such holder or its nominees in accordance with customary surrender procedures, the Merger Consideration Consideration, cash in cash as contemplated by lieu of fractional shares of Parent Common Stock, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Section 2.2, without interest thereonAgreement.
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Samples: Agreement and Plan of Merger (Spectra Energy Corp.)
Procedures for Surrender. Promptly after the First Effective Time (but in no event later than three (3) business days)Time, Parent shall, and shall cause the Surviving Corporation Company to, cause the Paying Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the First Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 3.1 into the right to receive the Merger Consideration (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 thereof) to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration into which such Company Shares have been converted pursuant to Section 3.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 3.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving CorporationCompany, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article III, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (ix) the Effective Time Election Deadline and the determination of pro ration pursuant to Section 3.1(e) or (iiy) the Paying Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent the Surviving Company that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.23.2, each Certificate and Book-Entry Share shall be deemed at any time after the First Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Article III, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.23.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f), without interest thereon.
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Procedures for Surrender. Promptly after the Effective Time (but in no event later than three two (32) business days), Parent shall, and shall cause the Surviving Corporation to, cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (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 thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be 31344360_15 entitled to receive in exchange therefor the applicable Merger Consideration Consideration, without interest, for each Share formerly represented by such Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry 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. 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 precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) 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 the Certificate surrendered or shall have established to the satisfaction of Parent the Surviving Corporation that such Tax either has been paid or is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. 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 in cash as contemplated by this Section 2.2, without interest thereon.
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