Common use of Rights of Former Company Shareholders Clause in Contracts

Rights of Former Company Shareholders. At the Effective Time, the stock transfer books of the Company shall be closed as to holders of Company Common Stock immediately prior to the Effective Time, and no transfer of Company Common Stock by any such holder shall thereafter be made or recognized. If, after the Effective Time, Company Certificates and Book-Entry Shares representing shares of Company Common Stock are presented to the Surviving Corporation for transfer, they shall be canceled and exchanged for the Merger Consideration as provided in this Article 1. Until surrendered for exchange in accordance with the provisions of Section 1.9, each Company Certificate theretofore representing shares of Company Common Stock and each Book-Entry Share (other than shares to be canceled pursuant to Section 1.6(b)) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 1.6 in exchange therefor, subject, however, to the Surviving Corporation’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which have been declared or made by the Company in respect of such shares of Company Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. To the extent permitted by Law, former shareholders of record of the Company shall be entitled to vote after the Effective Time at any meeting of Bearing shareholders the number of whole Bearing Common Shares into which their respective shares of Company Common Stock are converted, regardless of whether such holders have exchanged their Company Certificates or Book-Entry Shares for Bearing Common Shares in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Bearing on the Bearing Common Shares, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of Bearing Common Shares issuable pursuant to this Agreement, no dividend or other distribution payable to the holders of record of Bearing Common Shares as of any time subsequent to the Effective Time shall be delivered to the holder of any Company Certificates or Book-Entry Shares until such holder surrenders such Company Certificates or Book-Entry Shares for exchange as provided in Section 1.9. However, upon surrender of such Company Certificates or Book-Entry Shares, both the Bearing Common Shares (together with all such undelivered dividends or other distributions without interest) and any undelivered dividends and cash payments payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such Company Certificates or Book-Entry Shares.

Rights of Former Company Shareholders. At the Effective Time, the stock transfer books of the Company shall be closed as to holders of Company Common Stock immediately prior to the Effective Time, Time and no transfer of Company Common Stock by any such holder shall thereafter be made or recognized. If, after the Effective Time, Company Certificates and Book-Entry Shares representing shares of Company Common Stock are presented to the Surviving Corporation for transfer, they shall be canceled and exchanged for the Merger Consideration as provided in this Article ‎Article 1. Until surrendered for exchange in accordance with the provisions of Section 1.9‎1.9, each Company Certificate theretofore representing shares of Company Common Stock and each Book-Entry Share (other than shares to be canceled pursuant to Section 1.6(b‎1.6(b)) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 1.6 ‎1.6 in exchange therefor, subject, however, to the Surviving Corporation’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which have been declared or made by the Company in respect of such shares of Company Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. To the extent permitted required by Law, former shareholders of record of the Company shall be entitled to vote after the Effective Time at any meeting of Bearing shareholders Parent stockholders the number of whole Bearing shares of Parent Common Shares Stock into which their respective shares of Company Common Stock are converted, regardless of whether such holders have exchanged their Company Certificates or Book-Entry Shares for Bearing Parent Common Shares Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Bearing Parent on the Bearing Parent Common SharesStock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of Bearing Parent Common Shares Stock issuable pursuant to this Agreement, no dividend or other distribution payable to the holders of record of Bearing Parent Common Shares Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any Company Certificates or Book-Entry Shares until such holder surrenders such Company Certificates or Book-Entry Shares for exchange as provided in Section 1.9‎1.9. However, upon surrender of such Company Certificates or Book-Entry Shares, both the Bearing Parent Common Shares Stock (together with all such undelivered dividends or other distributions without interest) and any undelivered dividends and cash payments payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such Company Certificates or Book-Entry Shares.

Rights of Former Company Shareholders. At the Effective Time, the stock transfer books of the Company shall be closed as to holders of Company Common Stock immediately prior to the Effective Time, and no transfer of Company Common Stock by any such holder shall thereafter be made or recognized. If, after the Effective Time, Company Certificates and Book-Entry Shares representing shares of Company Common Stock (other than Dissenting Shares) are presented to the Surviving Corporation for transfer, they shall be canceled and exchanged for the Merger Consideration as provided in this Article 1. Until surrendered for exchange in accordance with the provisions of Section 1.9, each Company Certificate theretofore representing shares of Company Common Stock and each Book-Entry Share (other than shares to be canceled pursuant to Section 1.6(b)) and Dissenting Shares) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 1.6 in exchange therefor, subject, however, to the Surviving Corporation’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which have been declared or made by the Company in respect of such shares of Company Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. To the extent permitted by Law, former shareholders of record of the Company shall be entitled to vote after the Effective Time at any meeting of Bearing Helios shareholders the number of whole Bearing shares of Helios Common Shares Stock into which their respective shares of Company Common Stock are converted, regardless of whether such holders have exchanged their Company Certificates or Book-Entry Shares for Bearing shares of Helios Common Shares Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Bearing Helios on the Bearing shares of Helios Common SharesStock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of Bearing Helios Common Shares Stock issuable pursuant to this Agreement, no dividend or other distribution payable to the holders of record of Bearing shares of Helios Common Shares Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any Company Certificates or Book-Entry Shares until such holder surrenders such Company Certificates or Book-Entry Shares for exchange as provided in Section 1.9. However, upon surrender of such Company Certificates or Book-Entry Shares, both the Bearing shares of Helios Common Shares Stock (together with all such undelivered dividends or other distributions without interest) and any undelivered dividends and cash payments payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such Company Certificates or Book-Entry Shares.

Rights of Former Company Shareholders. At On or before the Effective TimeClosing Date, the stock transfer books of the Company shall be closed as to holders of Company Common Stock immediately prior to the Effective Time, and no transfer of Company Common Stock by any such holder shall thereafter be made or recognized. If, after the Effective Time, Company Certificates and Book-Entry Shares representing shares of Company Common Stock are presented to the Surviving Corporation for transfer, they shall be canceled and exchanged for the Merger Consideration as provided in this Article 1. Until surrendered for exchange in accordance with the provisions of Section 1.92.1, each Company Certificate theretofore representing shares of Company Common Stock and each Book-Entry Share (other than shares to be canceled pursuant to Section 1.6(b)the Company Certificates representing Excluded Shares) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 1.6 Merger Consideration in exchange therefortherefor and any cash in lieu of fractional shares of SBC Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 1.4(c), subject, however, to the Surviving Corporation’s obligation to pay and any dividends or make any distributions to which such holder is entitled pursuant to this Article 2. No dividends or other distributions with respect to SBC Common Stock with a record date prior to the Effective Time which have been declared or made by the Company in respect of such shares of Company Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. To the extent permitted by Law, former shareholders of record of the Company shall be entitled to vote after the Effective Time at shall be paid to the holder of any meeting of Bearing shareholders un-surrendered Company Certificate with respect to the number of whole Bearing Common Shares into which their respective shares of Company SBC Common Stock are convertedrepresented thereby, regardless and no cash payment in lieu of whether fractional shares shall be paid to any such holders have exchanged their holder pursuant to Section 1.4(c), and all such dividends, other distributions and cash in lieu of fractional shares of SBC Common Stock shall be paid by SBC to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Company Certificates or Book-Entry Shares for Bearing Common Shares Certificate in accordance with the provisions of this AgreementArticle 2. Whenever a dividend or other distribution is declared by Bearing on the Bearing Common Shares, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of Bearing Common Shares issuable pursuant to this Agreement, no dividend or other distribution payable Subject to the holders effect of record of Bearing Common Shares as applicable abandoned property, escheat or similar laws, following surrender of any time subsequent to the Effective Time such Company Certificate there shall be delivered to the holder of any Company Certificates or Book-Entry Shares until such holder surrenders such Company Certificates or Book-Entry Shares for an SBC stock certificate representing whole shares of SBC Common Stock issued in exchange as provided in Section 1.9. Howevertherefor, upon surrender without interest, (i) at the time of such Company Certificates or Book-Entry Sharessurrender, both the Bearing Common Shares (together with all such undelivered amount of dividends or other distributions without interest) and any undelivered dividends and cash payments payable hereunder (without interest) shall be delivered and distributions, if applicable, with a record date after the Effective Time theretofore paid with respect to each such whole shares of SBC Common Stock and the amount of any cash payable in lieu of a fractional share represented by of SBC Common Stock to which such Company Certificates holder is entitled pursuant to Section 1.4(c), and (ii) at the appropriate payment date, the amount of dividends or Book-Entry Sharesother distributions, if applicable, with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of SBC Common Stock. SBC shall make available to the Exchange Agent cash for these purposes, if necessary.

Rights of Former Company Shareholders. At the Effective Time, the stock transfer books of the Company shall be closed as to holders of Company Common Stock immediately prior to the Effective Time, and no transfer of Company Common Stock by any such holder shall thereafter be made or recognized. If, after the Effective Time, Company Certificates and Book-Entry Shares representing shares of Company Common Stock are presented to the Surviving Corporation for transfer, they shall be canceled and exchanged for the Merger Consideration as provided in this Article 1. Until surrendered for exchange in accordance with the provisions of Section 1.9, each Company Certificate theretofore representing shares of Company Common Stock and each Book-Entry Share (other than shares to be canceled pursuant to Section 1.6(b)) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 1.6 in exchange therefor, subject, however, to the Surviving Corporation’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which have been declared or made by the Company in respect of such shares of Company Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. To the extent permitted by Law, former shareholders of record of the Company shall be entitled to vote after the Effective Time at any meeting of Bearing SciVac shareholders the number of whole Bearing SciVac Common Shares into which their respective shares of Company Common Stock are converted, regardless of whether such holders have exchanged their Company Certificates or Book-Entry Shares for Bearing SciVac Common Shares in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Bearing SciVac on the Bearing SciVac Common Shares, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of Bearing SciVac Common Shares issuable pursuant to this Agreement, no dividend or other distribution payable to the holders of record of Bearing SciVac Common Shares as of any time subsequent to the Effective Time shall be delivered to the holder of any Company Certificates or Book-Entry Shares until such holder surrenders such Company Certificates or Book-Entry Shares for exchange as provided in Section 1.9. However, upon surrender of such Company Certificates or Book-Entry Shares, both the Bearing SciVac Common Shares (together with all such undelivered dividends or other distributions without interest) and any undelivered dividends and cash payments payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such Company Certificates or Book-Entry Shares.