Common use of Rights of Former Company Stockholders Clause in Contracts

Rights of Former Company Stockholders. At the Effective Time, the stock transfer books of the Company shall be closed as to holders of Common Shares immediately prior to the Effective Time and no transfer of Common Shares by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 4.4, each Certificate theretofore representing Common Shares (other than Excluded Shares or Dissenting Shares) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 4.1 or 4.3(b), as applicable, 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 Common Shares in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. Upon surrender of such Certificate, any undelivered dividends and cash payments payable hereunder (without interest) shall be delivered and paid with respect to each Common Share represented by such Certificate.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Orion Capital Corp), Agreement and Plan of Merger (Royal Group Inc/)

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Rights of Former Company Stockholders. At the Effective Time, the stock transfer books of the Company shall be closed as to holders of Company Common Shares Stock immediately prior to the Effective Time and no transfer of Company Common Shares Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 4.44.1, each Certificate theretofore representing shares of Company Common Shares Stock (other than Excluded Shares or Dissenting Sharesshares to be canceled pursuant to Sections 3.2 and 3.3) shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 4.1 or 4.3(b), as applicable, 3.1 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 Shares Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. Upon However, upon surrender of such Certificate, any undelivered dividends and cash payments payable hereunder (without interest) shall be delivered and paid with respect to each Common Share share represented by such Certificate.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fortis Inc /Nv/), Agreement and Plan of Merger (Alden John Financial Corp)

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