Surrender and Exchange of Shares. (a) Prior to the Closing Date, TCG shall appoint an agent reasonably acceptable to ACC to act as exchange agent (the "Exchange Agent") for the Merger. Promptly after the Effective Time, TCG shall make available, or cause to be made available, to the Exchange Agent such certificates evidencing such number of shares of TCG Stock and such amount of cash, as and when necessary, in order to enable the Exchange Agent to effect the exchange of certificates and make the cash payments in respect of fractional shares contemplated by Section 1.5(c) below. (b) On the Closing Date, TCG shall instruct the Exchange Agent to mail to each holder of record of a Certificate within five business days of receiving from ACC a list of such holders of record, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as TCG may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration consisting of TCG Stock and any cash payable pursuant to Section 1.3(b) above. (c) After the Effective Time, each holder of a share of ACC Class A Common Stock shall surrender and deliver the Certificates to the Exchange Agent together with a duly completed and executed transmittal letter. Upon such surrender and delivery, the holder shall receive a certificate representing the number of whole shares of TCG Stock into which such holder's shares of ACC Class A Common Stock have been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional share. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of TCG Stock into which the shares of ACC Class A Common Stock have been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional share; provided, however, that no dividends or other distributions, if any, in respect of the shares of TCG Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and transmittal letters are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of TCG Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to any rights as a holder of TCG Stock, including, without limitation, the right to vote TCG Stock, until such Certificates are exchanged pursuant to this Agreement. (d) At the Effective Time, the stock transfer books of ACC shall be closed and no transfer of shares of ACC Class A Common Stock shall be made thereafter, other than transfers of shares of ACC Class A Common Stock that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for shares of TCG Stock or cash as provided in Section 1.3. (e) Neither ACC nor TCG nor the Exchange Agent shall be liable to any holder of shares of ACC Class A Common Stock for any such shares of TCG Stock (or dividends or distributions with respect thereto), or cash delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.
Appears in 2 contracts
Samples: Merger Agreement (Teleport Communications Group Inc), Merger Agreement (Acc Corp)
Surrender and Exchange of Shares. (a) Prior to the Closing Date, TCG Purchaser shall appoint an Norwest Shareowner Services or another agent reasonably acceptable to ACC the Company to act as exchange agent (the "Exchange Agent") for the Merger. Promptly after the Effective Time, TCG Purchaser shall make available, or cause to be made available, to the Exchange Agent such certificates evidencing such number of shares of TCG Stock and such amount of cashPurchase Stock, as and when necessary, in order to enable the Exchange Agent to effect the exchange of certificates and make the cash payments in respect of fractional shares contemplated by Section 1.5(c) belowand (d) hereof.
(b) On the Closing Date, TCG Purchaser shall instruct the Exchange Agent to mail to each holder of record of a Certificate one or more Certificates, within five business days of receiving from ACC the Company a list of such holders of record, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as TCG Purchaser may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration consisting applicable number of TCG Stock and any cash payable pursuant to Section 1.3(b) above.shares of Purchaser Stock..
(c) After the Effective Time, each holder of a share of ACC Class A Common Stock Company Share shall surrender and deliver the Certificates to the Exchange Agent together with a duly completed and executed transmittal letter. Upon such surrender and delivery, the holder shall receive a certificate representing the number of whole shares of TCG Purchaser Stock into which such holder's shares of ACC Class A Common Stock Company Shares have been converted pursuant to this Agreement, subject to together with a check in payment of cash in lieu of any fractional share. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of TCG Purchaser Stock into which the shares of ACC Class A Common Stock Company Shares have been converted pursuant to this Agreement, subject to and the payment of cash in lieu of any fractional share; provided, however, that no dividends or other distributions, if any, in respect of the shares of TCG Purchaser Stock, declared after the Effective Time and payable to holders of record after the Effective Time, Time shall be paid to the holders of any unsurrendered Certificates until such Certificates and transmittal letters are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions distributions, without interest thereon, which theretofore have become payable with respect to the number of shares of TCG Purchaser Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to any rights as a holder of TCG Stock, including, without limitation, the right to vote TCG Stock, Purchaser Stock until such Certificates are exchanged pursuant to this Agreement.
(d) At No fractional shares of Purchaser Stock and no certificates or scrip therefor, or other evidence of ownership thereof, shall be issued upon the surrender for exchange of Certificates, no dividend or other distribution of Purchaser shall relate to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a shareholder of Purchaser. All fractional shares of Purchaser Stock to which a holder of Company Shares immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, the stock transfer books of ACC shall be closed aggregated if and no transfer of shares of ACC Class A Common Stock shall be made thereafter, other than transfers of shares of ACC Class A Common Stock that have occurred prior to the Effective Time. In the event that, after the Effective Time, extent multiple Certificates of such holder are presented submitted together to the Surviving CorporationExchange Agent. If a fractional share results from such aggregation, they shall be canceled and exchanged for shares then (in lieu of TCG Stock or cash as provided in Section 1.3.
(esuch fractional share) Neither ACC nor TCG nor the Exchange Agent shall be liable pay to any each holder of shares Company Shares who otherwise would be entitled to receive such fractional share of ACC Class A Common Purchaser Stock an amount of cash (without interest) determined by multiplying (i) the Purchaser Average Stock Price (as defined below) by (ii) the fractional share of Purchaser Stock to which such holder would otherwise be entitled. Purchaser will make available to the Exchange Agent any cash necessary for any such shares this purpose. For purposes of TCG this paragraph, "Purchaser Average Stock Price" means the average (rounded to the nearest full cent, with the cents rounded up if the third decimal place is 5 or dividends or distributions with respect thereto)more) of the daily closing sale prices (as of the close of the regular trading hours) of a share of Purchaser Stock as reported on the Nasdaq National Market, or cash delivered to a public official pursuant to any abandoned propertyas reported in The Wall Street Journal, escheat or similar law, rule, regulation, statute, order, judgment or decreefor the five consecutive trading days ending on and including the trading day immediately preceding the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Lakes Gaming Inc), Merger Agreement (Rainforest Cafe Inc)
Surrender and Exchange of Shares. (a) Prior to the Closing Date, TCG shall appoint an agent reasonably acceptable to ACC to act as exchange agent (the "Exchange Agent") for the Merger. Promptly after the Effective Time, TCG shall make available, or cause to be made available, to the Exchange Agent such certificates evidencing such number of shares of TCG Stock and such amount of cash, as and when necessary, in order to enable the Exchange Agent to effect the exchange of certificates and make the cash payments in respect of fractional shares contemplated by Section 1.5(c) below.
(b) On the Closing Date, TCG shall instruct the Exchange Agent to mail to each holder of record of a Certificate within five business days of receiving from ACC a list of such holders of record, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as TCG may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration consisting of TCG Stock and any cash payable pursuant to Section 1.3(b) above.
(c) After At the Effective Time, each holder of an outstanding certificate or certificates that prior thereto represented shares of the capital stock of the Company shall surrender the same to Parent or its agent, and each such holder shall be entitled upon such surrender to receive in exchange therefor, without cost to it, cash, fully paid and nonassessable shares of Parent Common Stock, and options to purchase Parent Common Stock as provided in Section 2.01 hereof, and the certificate or certificates so surrendered in exchange for such consideration shall forthwith be cancelled by Parent.
(b) If a certificate representing shares of the capital stock of the Company has been lost, stolen or destroyed, the holder of such certificate shall submit an affidavit describing the lost, stolen or destroyed certificate, the number of shares evidenced thereby and affirming the status of that certificate in lieu of surrendering such certificate to Parent, which shall deem such certificate cancelled; provided that Parent may require the holder of such certificate to provide Parent with a bond in such amount as Parent may direct as a condition to paying any consideration hereunder. Until so surrendered, the outstanding certificates that, prior to the Effective Time, represented shares of the capital stock of the Company that shall have been converted as aforesaid shall be deemed for all corporate purposes, except as hereinafter provided, to evidence the ownership of the consideration into which such shares have been so converted.
(c) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of certificates held by stockholders of the Company, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent. Each holder of shares of the capital stock of the Company who would otherwise have been entitled to receive in the merger a fraction of a share of ACC Class A Parent Common Stock shall surrender and deliver the Certificates to the Exchange Agent together with a duly completed and executed transmittal letter. Upon such surrender and delivery, the holder shall receive a certificate representing the number of whole shares of TCG Stock (after taking into which account all certificates surrendered by such holder's shares ) shall be entitled to receive from Parent at the Effective Time, in lieu thereof, cash (without interest) in an amount equal to such fractional part of ACC Class A a share of Parent Common Stock have been converted pursuant to this Agreement, subject to multiplied by $8.50 per share. It is understood
(i) that the payment of cash in lieu of any fractional share. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of TCG Parent Common Stock into which is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration; and (ii) that no holder of shares of ACC Class A Common Stock have been converted pursuant to this Agreement, subject to payment of Company capital stock will receive cash in lieu of any fractional share; provided, however, that no dividends or other distributions, if any, in respect of the shares of TCG Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and transmittal letters are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of TCG Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to any rights as a holder of TCG Stock, including, without limitation, the right to vote TCG Stock, until such Certificates are exchanged pursuant to this Agreement.
(d) At the Effective Time, the stock transfer books of ACC shall be closed and no transfer of shares of ACC Class A Parent Common Stock shall be made thereafter, other in an amount greater than transfers the value of shares one full share of ACC Class A Parent Common Stock that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for shares of TCG Stock or cash as provided in Section 1.3Stock.
(e) Neither ACC nor TCG nor the Exchange Agent shall be liable to any holder of shares of ACC Class A Common Stock for any such shares of TCG Stock (or dividends or distributions with respect thereto), or cash delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.
Appears in 1 contract
Surrender and Exchange of Shares. (a) Prior to the Closing DateEffective Time, TCG Acquiror shall appoint an agent reasonably acceptable to ACC designate The Bank of New York or such other bank or trust company as it may designate to act as exchange agent in the Merger (the "Exchange Agent") for the Merger). Promptly after Immediately prior to the Effective Time, TCG shall make available, or cause to be made available, to Acquiror will deposit with the Exchange Agent such certificates evidencing such number of shares of TCG Stock and such amount of cash, as and when necessary, in order the funds necessary to enable the Exchange Agent to effect the exchange of certificates and make the cash payments in respect of fractional shares contemplated by Section 1.5(c) below.
(b) On the Closing Date, TCG shall instruct the Exchange Agent to mail to each holder of record of herein on a Certificate within five business days of receiving from ACC a list of such holders of record, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as TCG may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration consisting of TCG Stock and any cash payable pursuant to Section 1.3(b) above.
(c) timely basis. After the Effective Time, each holder of a share of ACC Class A Common Stock Target Share (other than Dissenting Shares) shall surrender and deliver the Certificates to the Exchange Agent together with a duly completed and executed transmittal letterletter provided by the Exchange Agent (the "Letter of Transmittal") and any other required documents. Upon such surrender and delivery, the holder shall be entitled to receive in exchange therefor the Merger Consideration, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment is to be made to a certificate representing person other than the number person in whose name the Certificate surrendered is registered, it shall be a condition of whole shares payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of TCG Stock into which the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such holder's shares of ACC Class A Common Stock have tax has been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional sharepaid or is not applicable. Until so surrendered in accordance with the provisions of this Section 1.6 and exchanged, each outstanding Certificate after the Effective Time (other than Certificates representing Dissenting Shares) shall be deemed for all purposes only to evidence the right to receive that number of whole shares of TCG Stock into which Merger Consideration, without any interest thereon.
(b) At any time following the shares of ACC Class A Common Stock have been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional share; provided, however, that no dividends or other distributions, if any, in respect of the shares of TCG Stock, declared after the Effective Time and payable to holders of record sixth (6th) month after the Effective Time, the Surviving Corporation shall be paid to the holders of any unsurrendered Certificates until such Certificates and transmittal letters are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive require the Exchange Agent to deliver to it any such dividends or other distributions without interest thereon, portion of the funds which theretofore have become payable with respect had been made available to the number Exchange Agent and not disbursed to holders of shares of TCG Target Common Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to any rights as a holder of TCG Stock, (including, without limitation, all interest and other income 3 13 received by the right Exchange Agent in respect of all amounts of funds made available to vote TCG Stockit), until and thereafter each such Certificates are exchanged pursuant to this Agreement.
(d) At the Effective Time, the stock transfer books of ACC holder shall be closed entitled to look only to the Surviving Corporation (subject to abandoned property, escheat and no transfer other similar laws), and only as general creditors thereof, with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by such holder. If any Certificates representing shares of ACC Class A Target Common Stock shall be made thereafter, other than transfers of shares of ACC Class A Common Stock that not have occurred been surrendered immediately prior to such date on which the Effective Time. In Merger Consideration in respect of such Certificate would otherwise escheat to or become the event thatproperty of any Governmental Entity (as hereinafter defined), after any such cash, shares, dividends or distributions payable in respect of such Certificate shall, to the Effective Timeextent permitted by applicable Law, Certificates are presented to become the property of the Surviving Corporation, they shall be canceled free and exchanged for shares clear of TCG Stock all claims or cash as provided in Section 1.3.
(e) Neither ACC nor TCG nor interest of any person previously entitled thereto. Notwithstanding the foregoing, none of the Surviving Corporation, Acquiror, Acquisition Subsidiary or the Exchange Agent shall be liable to any holder of shares a share of ACC Class A Target Common Stock for any Merger Consideration delivered in respect of such shares share of TCG Target Common Stock (or dividends or distributions with respect thereto), or cash delivered to a public official pursuant to any abandoned property, escheat or other similar lawLaw.
(c) At the Effective Time, rulethe stock transfer books of the Target shall be closed and thereafter there shall be no further registration of transfers of shares of Target Common Stock on the records of the Target. Except for Acquiror and Acquisition Subsidiary, regulationthe holders of shares of Target Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights, statutefrom and after the Effective Time, orderwith respect to such shares of Target Common Stock except as otherwise provided herein or by applicable Law, judgment and all cash paid pursuant to this Article I upon the surrender or decreeexchange of Certificates shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of the Target Common Stock theretofore represented by such Certificate.
(d) Acquiror, Acquisition Subsidiary, the Surviving Corporation and the Exchange Agent, as the case may be, shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Target Common Stock and Target Options (as hereinafter defined) such amounts that Acquiror, Acquisition Subsidiary, the Surviving Corporation or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), the rules and regulations promulgated thereunder or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Acquiror, Acquisition Subsidiary, the Surviving Corporation or the Exchange Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Target Common Stock and Target Options in respect of which such deduction and withholding was made by Acquiror, Acquisition Subsidiary, the Surviving Corporation or the Exchange Agent.
Appears in 1 contract
Samples: Merger Agreement (Mci Worldcom Inc)
Surrender and Exchange of Shares. (a) Prior Maslxx Xxxxxxx Xxxxxx & Xrand, LLP, counsel to the Closing DatePurchaser, TCG shall appoint an agent reasonably acceptable to ACC to act as exchange agent (the "Exchange Agent") for the Merger. Promptly after the Effective Time, TCG Purchaser shall make available, or cause to be made available, to the Exchange Agent such certificates evidencing such number of shares of TCG Stock and such amount of cashPurchaser Stock, as and when necessary, in order to enable the Exchange Agent to effect affect the exchange of certificates and make the cash payments in respect of fractional shares contemplated by Section 1.5(c1.3(b) belowhereof. Purchaser shall also make available, or cause to be made available, certificates representing 10 percent of the aggregate Merger Consideration (the "Escrow Shares") and cause the same to be deposited into the Escrow Account (as defined in Section 1.7 hereof) as partial security for the Company Shareholders' indemnification obligations as set forth in Article 8 hereof.
(b) On the Closing Date, TCG Purchaser shall instruct the Exchange Agent to mail to each holder of record of a Certificate Certificate, within five business days of receiving from ACC the Company a list of such holders of record, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as TCG Purchaser may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificate in exchange for certificates representing the Merger Consideration consisting applicable number of TCG Stock and any cash payable pursuant to Section 1.3(b) aboveshares of Purchaser Stock.
(c) After the Effective Time, each holder of a share Company Share (other than holders of ACC Class A Common Stock Dissenting Shares) shall surrender and deliver the Certificates to the Exchange Agent together with a duly completed and executed transmittal letter. Upon such surrender and delivery, the holder shall receive a certificate representing the number of whole shares of TCG Purchaser Stock into which such holder's shares of ACC Class A Common Stock Company Shares have been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional share. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of TCG Purchaser Stock into which the shares of ACC Class A Common Stock Company Shares have been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional share; provided, however, that no dividends or other distributions, if any, in respect of the shares of TCG Purchaser Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and transmittal letters are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of TCG Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to any rights as a holder of TCG Stock, including, without limitation, the right to vote TCG Stock, until such Certificates are exchanged pursuant to this Agreement.
(d) At the Effective Time, the stock transfer books of ACC shall be closed and no transfer of shares of ACC Class A Common Stock shall be made thereafter, other than transfers of shares of ACC Class A Common Stock that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for shares of TCG Stock or cash as provided in Section 1.3.
(e) Neither ACC nor TCG nor the Exchange Agent shall be liable to any holder of shares of ACC Class A Common Stock for any such shares of TCG Stock (or dividends or distributions with respect thereto), or cash delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.holders
Appears in 1 contract
Surrender and Exchange of Shares. (a) Prior to the Closing Date, TCG shall Bowmxx xxxll appoint an American Stock Transfer and Trust Company or another agent reasonably mutually acceptable to ACC Bowmxx xxx EDI to act as exchange agent (the "Exchange AgentEXCHANGE AGENT") for the Merger. Promptly after At or prior to the Effective Time, TCG shall make availableBowmxx xxxll deposit, or cause to be made available, to deposited with the Exchange Agent such certificates evidencing such number of shares of TCG Stock Bowmxx Xxxck and such amount of cash, as and when necessary, cash in order to enable the Exchange Agent to effect the exchange of certificates and make the cash payments in respect of fractional shares contemplated by Section SECTION 1.5(c) below.
(b) On the Closing Date, TCG shall Bowmxx xxxll instruct the Exchange Agent to mail to each holder of record of a Certificate within five business days of receiving from ACC EDI a list of such holders of record, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as TCG may Bowmxx xxx reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration consisting of TCG Stock and any cash payable pursuant to Section 1.3(b) aboveConsideration.
(c) After the Effective Time, each holder of a share of ACC Class A Common Stock an EDI Share shall surrender and deliver the Certificates to the Exchange Agent together with a duly completed and executed transmittal letter. Upon such surrender and delivery, the holder shall receive a certificate representing the number of whole shares of TCG Stock Bowmxx Xxxck into which such holder's shares of ACC Class A Common Stock EDI Shares have been converted pursuant to this Agreement, subject to payment and a check representing the amount of cash payable to such holder in lieu of any fractional shareshare of Bowmxx Xxxck. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of TCG Stock Bowmxx Xxxck into which the shares of ACC Class A Common Stock EDI Shares have been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional shareshare of Bowmxx Xxxck; providedPROVIDED, howeverHOWEVER, that no dividends or other distributions, if any, in respect of the shares of TCG Stock, Bowmxx Xxxck declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and transmittal letters are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions distributions, without interest thereon, which theretofore have become payable with respect to the number of shares of TCG Stock Bowmxx Xxxck for which such Certificates were exchangeable. Any such dividend or distribution amounts with a record date after the Effective Time and a payment date prior to both the first anniversary of the Effective Time and the surrender of such Certificate shall be deposited (less the amount of any withholding taxes which may be required thereon) with the Exchange Agent on the applicable payment date, to be held by the Exchange Agent in a non-interest bearing account until the surrender of such Certificate. Holders of any unsurrendered Certificates shall not be entitled to any rights as a holder of TCG Stock, including, without limitation, the right to vote TCG Stock, Bowmxx Xxxck until such Certificates are exchanged pursuant to this Agreement.
(d) At the Effective Time, the stock transfer books of ACC EDI shall be closed and no transfer of shares of ACC Class A Common Stock EDI Shares shall be made thereafter, other than transfers of shares of ACC Class A Common Stock EDI Shares that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for shares of TCG Stock Bowmxx Xxxck or cash as provided in Section SECTION 1.3.
(e) Neither ACC nor TCG nor In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, Bowmxx xxxll issue or pay or cause the issuance or payment, as applicable, of the Merger Consideration in exchange for such Certificate. The Board of Directors of Bowmxx xxx, in its reasonable discretion and as a condition precedent to the issuance thereof, require the person claiming to be the owner of such lost, stolen or destroyed Certificate to give to Bowmxx xx indemnity against any claim that may be made against Bowmxx xxxh respect to the Certificate alleged to have been lost, stolen or destroyed, and to provide such other assurances and execute such other instruments as the Exchange Agent may reasonably require.
(f) Upon the one-year anniversary of the Effective Time, the Exchange Agent shall be liable return to any Bowmxx xxx Merger Consideration in the possession of the Exchange Agent, and its duties as Exchange Agent shall terminate. Thereafter, each holder of shares of ACC Class A Common Stock for any a Certificate may surrender such shares of TCG Stock (or dividends or distributions with respect thereto)Certificate to Bowmxx xxx, or cash delivered subject to a public official pursuant to any applicable abandoned property, escheat or and similar lawlaws, rule, regulation, statute, order, judgment or decreereceive in exchange therefor the Merger Consideration issuable with respect thereto pursuant to SECTION 1.
Appears in 1 contract
Surrender and Exchange of Shares. (a) Prior to the Closing Date, TCG WorldCom shall appoint an The Bank of New York or such other entity as may be serving as WorldCom's transfer agent reasonably acceptable to ACC to act as exchange agent (the """Exchange Agent") for the Merger. Promptly after the Effective Time, TCG WorldCom shall make available, or cause to be made available, to the Exchange Agent such certificates evidencing such number of shares of TCG WorldCom Common Stock and such amount of cash, as and when necessary, in order to enable the Exchange Agent to effect the exchange of certificates and make the cash payment required pursuant to Section 1.3(a)(ii) above if elected by Block Group, and the cash payments in respect of fractional shares contemplated by Section 1.5(c1.3(b) belowabove.
(b) On the Closing Date, TCG WorldCom shall instruct the Exchange Agent to mail to each holder of record of a Certificate within five business days Business Days of receiving from ACC CompuServe a list of such holders of record, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as TCG WorldCom may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration consisting of TCG Stock and any cash payable pursuant to Section 1.3(b) aboveConsideration.
(c) After the Effective Time, each holder of a share of ACC Class A CompuServe Common Stock Share shall surrender and deliver the Certificates to the Exchange Agent together with a duly completed and executed transmittal letter. Upon such surrender and delivery, the holder shall receive a certificate representing the number of whole shares of TCG WorldCom Common Stock into which such holder's shares of ACC Class A CompuServe Common Stock Shares have been converted pursuant to this Agreement, subject to the cash payment of required pursuant to Section 1.3(a)(ii) above if elected by Block Group and the cash payment in lieu of any fractional shareshare contemplated by Section 1.3(b) above. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence only the right to receive that number of whole shares of TCG WorldCom Common Stock into which the shares of ACC Class A CompuServe Common Stock Shares have been converted pursuant to this Agreement, subject to the cash payment of required pursuant to Section 1.3(a)(ii) above if elected by Block Group and the cash payment in lieu of any fractional shareshare contemplated by Section 1.3(b) above; provided, however, that no dividends or -------- ------- other distributions, if any, in respect of the shares of TCG WorldCom Common Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and transmittal letters are surrendered and delivered exchanged as provided herein. Subject to applicable Lawlaw, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive any such unpaid dividends or other distributions distributions, without interest thereon, which theretofore have become payable after the Effective Time with respect to the number of shares of TCG WorldCom Common Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to any vote WorldCom Common Stock or exercise other rights as a holder of TCG Stock, including, without limitation, the right to vote TCG Stock, holders of WorldCom Common Stock until such Certificates are exchanged pursuant to this Agreement.
(d) At the Effective Time, the stock transfer books of ACC CompuServe shall be closed closed, and no transfer of shares of ACC Class A CompuServe Common Stock Shares shall be made thereafter, other than transfers of shares of ACC Class A Common Stock that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for shares of TCG WorldCom Common Stock or and cash as provided in Section 1.31.3(a)(ii) if so elected by Block Group and Section 1.3(b) above.
(e) Neither ACC CompuServe nor TCG WorldCom nor the Exchange Agent shall be liable to any holder of shares of ACC Class A CompuServe Common Stock Shares for any such shares of TCG WorldCom Common Stock (or dividends or distributions with respect thereto), ) or cash delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.
Appears in 1 contract
Samples: Merger Agreement (Worldcom Inc /Ga/)
Surrender and Exchange of Shares. (a) Prior to the Closing Date, TCG shall appoint an agent reasonably acceptable to ACC to act As promptly as exchange agent (the "Exchange Agent") for the Merger. Promptly feasible after the Effective Time, TCG shall make available, or cause to be made available, to the Exchange Agent such certificates evidencing such number of shares of TCG Stock and such amount of cash, as and when necessary, in order to enable the Exchange Agent to effect the exchange of certificates and make the cash payments in respect of fractional shares contemplated by Section 1.5(c) below.
(b) On the Closing Date, TCG shall instruct the Exchange Agent to mail to each holder of record an outstanding certificate or certificates theretofore representing common stock of a Certificate within five business days LKA and of receiving from ACC a list of such holders of record, (i) a letter of transmittal (which shall specify that delivery DiaEm shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to notified by the Exchange Agent and shall be in surrender such form and have such other provisions as TCG may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificate or certificates representing the Merger Consideration consisting of TCG Stock and any cash payable pursuant to Section 1.3(b) above.
(c) After the Effective Time, each holder of a share of ACC Class A Common Stock shall surrender and deliver the Certificates to the Exchange Agent together with a duly completed in the manner specified in the Exchange Agent's notification and executed transmittal letter. Upon such holder shall be entitled upon such surrender and delivery, the holder shall to receive in exchange therefor a certificate representing the aggregate number of whole shares of common stock of Subsidiary into which the common stock of LKA or of DiaEm theretofore represented by the certificate or certificates so surrendered shall have been converted and exchanged as herein provided. Until so surrendered, each outstanding certificate which, prior to the Effective Date, represented common stock of LKA or of DiaEm shall not be transferable on the books of the Constituent Corporations, but shall be deemed, for all corporate purposes other than the payment of dividends and other distributions, to evidence ownership of the number of whole shares of TCG Stock common stock of Subsidiary into which such holder's shares the common stock of ACC Class A Common Stock LKA and DiaEm, which, prior to the Effective Date, were represented thereby, shall have been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional share. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of TCG Stock into which the shares of ACC Class A Common Stock have been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional share; provided, however, that no dividends . Any dividend or other distributions, if any, distribution paid by Subsidiary in respect of the shares of TCG Stock, declared after the Effective Time and its common stock otherwise payable to holders the holder of record after any outstanding certificate which has not yet been delivered to the Effective Time, Exchange Agent shall be paid to the holders Exchange Agent and no such dividend or other distribution payable in respect of any unsurrendered Certificates the common stock of Subsidiary shall be paid to the holder of such outstanding certificate until such Certificates and transmittal letters are certificate shall have been so surrendered and delivered as provided hereinto the Exchange Agent. Subject to applicable Law, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive any The Exchange Agent shall hold such dividends or other distributions distribution in an interest bearing account. Upon surrender of such outstanding certificate or satisfactory proof of loss and indemnity, there shall be paid by the Exchange Agent to or at the direction of the holder of the certificate of common stock of Subsidiary issued in exchange therefor the amount (without interest thereon, ) of all dividends and distributions which have theretofore have become payable with respect to the number of whole shares of TCG Stock common stock of Subsidiary represented by the certificate issued upon such surrender for which such Certificates were exchangeableexchange. Holders of any unsurrendered Certificates shall not be entitled to any rights as a holder of TCG Stock, including, without limitation, the right to vote TCG Stock, until such Certificates are exchanged pursuant to this Agreement.
(d) At the Effective Time, the stock transfer books of ACC shall be closed From and no transfer of shares of ACC Class A Common Stock shall be made thereafter, other than transfers of shares of ACC Class A Common Stock that have occurred prior to the Effective Time. In the event that, after the Effective TimeDate, Certificates are presented to the Surviving Corporationsole rights of the holders of certificates theretofore representing common stock of LKA and DiaEm, they except as otherwise provided by law, shall be canceled and exchanged for those to which they are entitled as owners of common stock of Subsidiary into which the shares of TCG Stock or cash common stock of LKA and DiaEm shall have been converted by the merger as provided in Section 1.3herein provided.
(e) Neither ACC nor TCG nor the Exchange Agent shall be liable to any holder of shares of ACC Class A Common Stock for any such shares of TCG Stock (or dividends or distributions with respect thereto), or cash delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.
Appears in 1 contract
Surrender and Exchange of Shares. (a) Prior to the Closing Date, TCG The Bank shall appoint an agent reasonably acceptable to ACC to act as exchange agent Exchange Agent hereunder (the "Exchange Agent") for the Merger). Promptly after the Prior to Effective Time, TCG Parent shall make available, deposit with or cause to be made available, to for the account of the Exchange Agent such stock certificates evidencing such representing the number of shares of TCG Parent Common Stock issuable pursuant to Section 3.1 in exchange for outstanding shares of CBSC Common Stock, which shares of Parent Common Stock shall be deemed to have been issued at the Effective Time and which certificates shall be returned to Parent if such amount of cash, as and when necessary, in order to enable the Exchange Agent to effect the exchange of certificates and make the cash payments in respect of fractional shares contemplated by Section 1.5(c) belowEffective Time does not occur.
(b) On As soon as practicable after the Closing DateEffective Time (but not later than the first business day after the Effective Time), TCG Parent shall instruct cause the Exchange Agent to mail to each holder of record of a Certificate within five business days certificate or certificates which immediately prior to the Effective Time represented outstanding shares of receiving from ACC a list CBSC Common Stock (the "Certificates") that were converted pursuant to Section 3.1 into the right to receive shares of such holders of record, Parent Common Stock (i) a form of letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as TCG may reasonably specify) and (ii) instructions for use in effecting the surrender of the surrendering such Certificates in exchange for certificates representing the Merger Consideration consisting shares of TCG Parent Common Stock and any cash payable pursuant to Section 1.3(b) above.
(c) After the Effective Time, each holder in lieu of fractional shares of Parent Common Stock. Upon surrender of a share of ACC Class A Common Stock shall surrender and deliver the Certificates Certificate for cancellation to the Exchange Agent Agent, together with a such letter of transmittal, duly completed executed, and executed transmittal letter. Upon such surrender and deliveryother documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing the that number of whole shares of TCG Parent Common Stock into which such holder's shares of ACC Class A Common Stock have been converted holder has the right to receive pursuant to the provisions of this Agreement, subject to payment of Article 3 and (y) cash in lieu of any fractional shareshares of Parent Common Stock to which such holder is entitled pursuant to Section 3.4, after giving effect to any required tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of CBSC Common Stock which is not registered in the transfer records of the CBSC, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such CBSC Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer, and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered and exchangedas contemplated by this Section 3.2(b), each outstanding Certificate shall be deemed at any time after the Effective Time shall be deemed for all purposes to evidence represent only the right to receive that number of whole upon such surrender a certificate representing shares of TCG Stock into which the shares of ACC Class A Parent Common Stock have been converted pursuant to this Agreement, subject to payment of and cash in lieu of any fractional share; provided, however, that no dividends or other distributions, if any, in respect of the shares of TCG Stock, declared after Parent Common Stock as contemplated by this Article 3. In no event will the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders holder of any unsurrendered Certificates until such Certificates and transmittal letters are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of Certificates, the record holders thereof will Certificate be entitled to receive interest on any cash to be received in lieu of fractional shares.
(c) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such dividends Certificate to be lost, stolen or other distributions without interest thereondestroyed and, which theretofore have become payable if reasonably required by Parent, the posting by such person of a bond, in such reasonable and customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect to the number of shares of TCG Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to any rights as a holder of TCG StockCertificate, including, without limitation, the right to vote TCG Stock, until such Certificates are exchanged pursuant to this Agreement.
(d) At the Effective Time, the stock transfer books of ACC shall be closed and no transfer of shares of ACC Class A Common Stock shall be made thereafter, other than transfers of shares of ACC Class A Common Stock that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for shares of TCG Stock or cash as provided in Section 1.3.
(e) Neither ACC nor TCG nor the Exchange Agent shall be liable to any holder of shares of ACC Class A will issue the corresponding Certificate representing Parent Common Stock to which the person is entitled to hereunder in exchange for any such shares of TCG Stock (lost, stolen or dividends or distributions with respect thereto), or cash delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decreedestroyed Certificate.
Appears in 1 contract
Surrender and Exchange of Shares. (a) Prior to the Closing Date, TCG Purchaser shall appoint an agent reasonably acceptable to ACC the Company to act as exchange agent (the "Exchange AgentEXCHANGE AGENT") for the Merger. Promptly after the Effective Time, TCG Purchaser shall make available, or cause to be made available, to the Exchange Agent such certificates evidencing such number of shares of TCG Stock and such amount of cashthe Merger Consideration, as and and, when necessary, aid the Exchange Agent in order to enable the Exchange Agent to effect affect the exchange of certificates and make the cash payments in respect of fractional shares contemplated by Section 1.5(c) belowsuch certificates.
(b) On the Closing Date, TCG Purchaser shall instruct the Exchange Agent to mail to each holder of record of a Certificate Certificate, within five business days of receiving from ACC a the Company list of such holders of record, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as TCG Purchaser may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificate in exchange for certificates representing the Merger Consideration consisting of TCG Stock and any cash payable pursuant to Section 1.3(b) aboveConsideration.
(c) After the Effective Time, each holder the holders of a share of ACC Class A Common Stock the Company Shares shall surrender and deliver the Certificates to the Exchange Agent together with a duly completed and executed transmittal letter. Upon such surrender and delivery, the each such holder shall receive a certificate representing the number of whole shares of TCG Stock into which such holder's shares pro rata portion of ACC Class A Common Stock have been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional sharethe Merger Consideration. Until so surrendered and exchanged, each the outstanding Certificate Certificates after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of TCG Stock into which the shares of ACC Class A Common Stock have been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional shareMerger Consideration; provided, however, that no dividends or other distributions, if any, in respect of the shares of TCG Purchaser Stock, declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and transmittal letters are surrendered and delivered as are provided herein. Subject to applicable Law, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of TCG Stock for which such Certificates were exchangeableMerger Consideration. Holders of any unsurrendered Certificates shall not be entitled to any rights as a holder of TCG Stock, including, without limitation, the right to vote TCG Stock, Purchaser Stock until such Certificates are exchanged pursuant to this Agreement.
(d) At the Effective Time, the stock transfer books of ACC the Company shall be closed and no transfer of shares of ACC Class A Common Company Capital Stock shall be made thereafter, other than transfers of shares of ACC Class A Common Company Capital Stock that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for shares of TCG Purchaser Stock or cash as provided in Section 1.32.3 hereof.
(e) Neither ACC nor TCG nor If consideration in respect of Company Shares is to be made to a person other than the Exchange Agent person in whose name a Certificate is registered, it shall be a condition to such payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of Purchaser that such tax either has been paid or is not payable.
(f) None of the Company or Purchaser shall be liable to any holder of shares of ACC Class A Common Stock Company Shares for any such shares of TCG Purchaser Stock (or dividends or distributions with respect thereto), or cash delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.
Appears in 1 contract
Samples: Merger Agreement (Innovative Gaming Corp of America)
Surrender and Exchange of Shares. (a) Prior to the Closing Date, TCG shall Bowmxx xxxll appoint an American Stock Transfer and Trust Company or another agent reasonably mutually acceptable to ACC Bowmxx xxx EDI to act as exchange agent (the "Exchange Agent") for the Merger. Promptly after At or prior to the Effective Time, TCG shall make availableBowmxx xxxll deposit, or cause to be made available, to deposited with the Exchange Agent such certificates evidencing such number of shares of TCG Stock Bowmxx Xxxck and such amount of cash, as and when necessary, cash in order to enable the Exchange Agent to effect the exchange of certificates and make the cash payments in respect of fractional shares contemplated by Section 1.5(c) below.
(b) On the Closing Date, TCG shall Bowmxx xxxll instruct the Exchange Agent to mail to each holder of record of a Certificate within five business days of receiving from ACC EDI a list of such holders of record, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as TCG may Bowmxx xxx reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration consisting of TCG Stock and any cash payable pursuant to Section 1.3(b) aboveConsideration.
(c) After the Effective Time, each holder of a share of ACC Class A Common Stock an EDI Share shall surrender and deliver the Certificates to the Exchange Agent together with a duly completed and executed transmittal letter. Upon such surrender and delivery, the holder shall receive a certificate representing the number of whole shares of TCG Stock Bowmxx Xxxck into which such holder's shares of ACC Class A Common Stock EDI Shares have been converted pursuant to this Agreement, subject to payment and a check representing the amount of cash payable to such holder in lieu of any fractional shareshare of Bowmxx Xxxck. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of TCG Stock Bowmxx Xxxck into which the shares of ACC Class A Common Stock EDI Shares have been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional shareshare of Bowmxx Xxxck; provided, however, that no dividends or other distributions, if any, in respect of the shares of TCG Stock, Bowmxx Xxxck declared after the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders of any unsurrendered Certificates until such Certificates and transmittal letters are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive any such dividends or other distributions distributions, without interest thereon, which theretofore have become payable with respect to the number of shares of TCG Stock Bowmxx Xxxck for which such Certificates were exchangeable. Any such dividend or distribution amounts with a record date after the Effective Time and a payment date prior to both the first anniversary of the Effective Time and the surrender of such Certificate shall be deposited (less the amount of any withholding taxes which may be required thereon) with the Exchange Agent on the applicable payment date, to be held by the Exchange Agent in a non-interest bearing account until the surrender of such Certificate. Holders of any unsurrendered Certificates shall not be entitled to any rights as a holder of TCG Stock, including, without limitation, the right to vote TCG Stock, Bowmxx Xxxck until such Certificates are exchanged pursuant to this Agreement.
(d) At the Effective Time, the stock transfer books of ACC EDI shall be closed and no transfer of shares of ACC Class A Common Stock EDI Shares shall be made thereafter, other than transfers of shares of ACC Class A Common Stock EDI Shares that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for shares of TCG Stock or cash as provided in Section 1.3.
(e) Neither ACC nor TCG nor the Exchange Agent shall be liable to any holder of shares of ACC Class A Common Stock for any such shares of TCG Stock (or dividends or distributions with respect thereto), or cash delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.,
Appears in 1 contract
Surrender and Exchange of Shares. (a) Prior to the Closing Date, TCG Parent shall appoint an designate its stock transfer agent or such other bank or trust company reasonably acceptable to ACC the Company to act as exchange agent Exchange Agent hereunder (the "Exchange Agent") for the Merger). Promptly after the Prior to Effective Time, TCG Parent shall make available, deposit with or cause to be made available, to for the account of the Exchange Agent such stock certificates evidencing such representing the number of shares of TCG Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, which shares of Parent Common Stock shall be deemed to have been issued at the Effective Time and which certificates shall be returned to Parent if such amount of cash, as and when necessary, in order to enable the Exchange Agent to effect the exchange of certificates and make the cash payments in respect of fractional shares contemplated by Section 1.5(c) belowEffective Time does not occur.
(b) On As soon as practicable after the Closing DateEffective Time (but not later than the first business day after the Effective Time), TCG Parent shall instruct cause the Exchange Agent to mail to each holder of record of a Certificate within five business days certificate or certificates which immediately prior to the Effective Time represented outstanding shares of receiving from ACC a list Company Common Stock (the "Certificates") that were converted pursuant to Section 1.6 into the right to receive shares of such holders of record, Parent Common Stock (i) a form of letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as TCG may reasonably specify) and (ii) instructions for use in effecting the surrender of the surrendering such Certificates in exchange for certificates representing the Merger Consideration consisting shares of TCG Parent Common Stock and any cash payable pursuant to Section 1.3(b) above.
(c) After the Effective Time, each holder in lieu of fractional shares of Parent Common Stock. Upon surrender of a share of ACC Class A Common Stock shall surrender and deliver the Certificates Certificate for cancellation to the Exchange Agent Agent, together with a such letter of transmittal, duly completed executed, and executed transmittal letter. Upon such surrender and deliveryother documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing the that number of whole shares of TCG Parent Common Stock into which such holder's shares of ACC Class A Common Stock have been converted holder has the right to receive pursuant to the provisions of this Agreement, subject to payment of Article 1 and (y) cash in lieu of any fractional shareshares of Parent Common Stock to which such holder is entitled pursuant to Section 1.9, after giving effect to any required tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer, and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered and exchangedas contemplated by this Section 1.7(b), each outstanding Certificate shall be deemed at any time after the Effective Time shall be deemed for all purposes to evidence represent only the right to receive that number of whole upon such surrender a certificate representing shares of TCG Stock into which the shares of ACC Class A Parent Common Stock have been converted pursuant to this Agreement, subject to payment of and cash in lieu of any fractional share; provided, however, that no dividends or other distributions, if any, in respect of the shares of TCG Stock, declared after Parent Common Stock as contemplated by this Article 1. In no event will the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders holder of any unsurrendered Certificates until such Certificates and transmittal letters are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of Certificates, the record holders thereof will Certificate be entitled to receive interest on any cash to be received in lieu of fractional shares.
(c) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such dividends Certificate to be lost, stolen or other distributions without interest thereondestroyed and, which theretofore have become payable if reasonably required by Parent, the posting by such person of a bond, in such reasonable and customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect to the number of shares of TCG Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to any rights as a holder of TCG StockCertificate, including, without limitation, the right to vote TCG Stock, until such Certificates are exchanged pursuant to this Agreement.
(d) At the Effective Time, the stock transfer books of ACC shall be closed and no transfer of shares of ACC Class A Common Stock shall be made thereafter, other than transfers of shares of ACC Class A Common Stock that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for shares of TCG Stock or cash as provided in Section 1.3.
(e) Neither ACC nor TCG nor the Exchange Agent shall be liable to any holder of shares of ACC Class A will issue the corresponding Parent Common Stock in exchange for any such shares of TCG Stock (lost, stolen or dividends or distributions with respect thereto), or cash delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decreedestroyed Certificate.
Appears in 1 contract
Surrender and Exchange of Shares. (a) Prior to the Closing Date, TCG The Bank shall appoint an agent reasonably acceptable to ACC to act as exchange agent Exchange Agent hereunder (the "Exchange Agent") for the Merger). Promptly after the Prior to Effective Time, TCG Parent shall make available, deposit with or cause to be made available, to for the account of the Exchange Agent such stock certificates evidencing such representing the number of shares of TCG Parent Common Stock issuable pursuant to Section 3.1 in exchange for outstanding shares of DeKalb Common Stock, which shares of Parent Common Stock shall be deemed to have been issued at the Effective Time and which certificates shall be returned to Parent if such amount of cash, as and when necessary, in order to enable the Exchange Agent to effect the exchange of certificates and make the cash payments in respect of fractional shares contemplated by Section 1.5(c) belowEffective Time does not occur.
(b) On As soon as practicable after the Closing DateEffective Time (but not later than the first business day after the Effective Time), TCG Parent shall instruct cause the Exchange Agent to mail to each holder of record of a Certificate within five business days certificate or certificates which immediately prior to the Effective Time represented outstanding shares of receiving from ACC a list DeKalb Common Stock (the "Certificates") that were converted pursuant to Section 3.1 into the right to receive shares of such holders of record, Parent Common Stock (i) a form of letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as TCG may reasonably specify) and (ii) instructions for use in effecting the surrender of the surrendering such Certificates in exchange for certificates representing the Merger Consideration consisting shares of TCG Parent Common Stock and any cash payable pursuant to Section 1.3(b) above.
(c) After the Effective Time, each holder in lieu of fractional shares of Parent Common Stock. Upon surrender of a share of ACC Class A Common Stock shall surrender and deliver the Certificates Certificate for cancellation to the Exchange Agent Agent, together with a such letter of transmittal, duly completed executed, and executed transmittal letter. Upon such surrender and deliveryother documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing the that number of whole shares of TCG Parent Common Stock into which such holder's shares of ACC Class A Common Stock have been converted holder has the right to receive pursuant to the provisions of this Agreement, subject to payment of Article 3 and (y) cash in lieu of any fractional shareshares of Parent Common Stock to which such holder is entitled pursuant to Section 3.4, after giving effect to any required tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of DeKalb Common Stock which is not registered in the transfer records of the DeKalb, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such DeKalb Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer, and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered and exchangedas contemplated by this Section 3.2(b), each outstanding Certificate shall be deemed at any time after the Effective Time shall be deemed for all purposes to evidence represent only the right to receive that number of whole upon such surrender a certificate representing shares of TCG Stock into which the shares of ACC Class A Parent Common Stock have been converted pursuant to this Agreement, subject to payment of and cash in lieu of any fractional share; provided, however, that no dividends or other distributions, if any, in respect of the shares of TCG Stock, declared after Parent Common Stock as contemplated by this Article 3. In no event will the Effective Time and payable to holders of record after the Effective Time, shall be paid to the holders holder of any unsurrendered Certificates until such Certificates and transmittal letters are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of Certificates, the record holders thereof will Certificate be entitled to receive interest on any cash to be received in lieu of fractional shares.
(c) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such dividends Certificate to be lost, stolen or other distributions without interest thereondestroyed and, which theretofore have become payable if reasonably required by Parent, the posting by such person of a bond, in such reasonable and customary amount as Parent may direct, as indemnity against any claim that may be made against it with respect to the number of shares of TCG Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to any rights as a holder of TCG StockCertificate, including, without limitation, the right to vote TCG Stock, until such Certificates are exchanged pursuant to this Agreement.
(d) At the Effective Time, the stock transfer books of ACC shall be closed and no transfer of shares of ACC Class A Common Stock shall be made thereafter, other than transfers of shares of ACC Class A Common Stock that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for shares of TCG Stock or cash as provided in Section 1.3.
(e) Neither ACC nor TCG nor the Exchange Agent shall be liable to any holder of shares of ACC Class A will issue the corresponding Certificate representing Parent Common Stock to which the person is entitled to hereunder in exchange for any such shares of TCG Stock (lost, stolen or dividends or distributions with respect thereto), or cash delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decreedestroyed Certificate.
Appears in 1 contract
Surrender and Exchange of Shares. (a) Prior to the Closing DateEffective Time, TCG Acquiror shall appoint an agent reasonably acceptable to ACC designate ChaseMellon Shareholder Services, L.L.C. or such other bank or trust company as it may designate to act as exchange agent in the Merger (the "Exchange Agent") for ). Parent shall cause Acquiror to deposit with the Merger-------------- Exchange Agent the funds as necessary to make the payments contemplated herein on a timely basis. Promptly after the Effective Time, TCG the Surviving Corporation shall make available, or cause to be made available, to the Exchange Agent such certificates evidencing such number of shares of TCG Stock and such amount of cash, as and when necessary, in order to enable the Exchange Agent to effect the exchange of certificates and make the cash payments in respect of fractional shares contemplated by Section 1.5(c) below.
(b) On the Closing Date, TCG shall instruct the Exchange Agent to mail mailed to each holder of record Target Shares a form of a Certificate within five business days of receiving from ACC a list of such holders of record, (i) a letter of transmittal (which shall specify that delivery shall be effected, the "Letter of Transmittal") --------------------- and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as TCG may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration consisting of TCG Stock and any cash payable pursuant to Section 1.3(b) above.
(c) such Letter of Transmittal. After the Effective Time, each holder of a share of ACC Class A Common Stock Target Shares (other than Dissenting Shares) shall surrender and deliver the Certificates to the Exchange Agent together with a duly completed and executed transmittal letterLetter of Transmittal and any other required documents. Upon such surrender and delivery, the holder shall be entitled to receive in exchange therefor the Merger Consideration, and such Certificates shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment is to be made to a certificate representing person other than the number person in whose name the Certificate surrendered is registered, it shall be a condition of whole shares payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of TCG Stock into which the payment to a person other than the registered holder of the Certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation that such holder's shares of ACC Class A Common Stock have tax has been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional sharepaid or is not applicable. Until so surrendered in accordance with the provisions of this Section 1.6 and exchanged, each outstanding Certificate after the ----------- Effective Time (other than Certificates representing Dissenting Shares) shall be deemed for all purposes only to evidence the right to receive that number of whole shares of TCG Stock into which the shares of ACC Class A Common Stock have been converted pursuant to this AgreementMerger Consideration, subject to payment of cash in lieu of without any fractional share; provided, however, that no dividends or other distributions, if any, in respect of interest thereon.
(b) At any time following the shares of TCG Stock, declared after the Effective Time and payable to holders of record sixth (6th) month after the Effective Time, the Surviving Corporation shall be paid to the holders of any unsurrendered Certificates until such Certificates and transmittal letters are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive require the Exchange Agent to deliver to it any such dividends or other distributions without interest thereon, portion of the funds which theretofore have become payable with respect had been made available to the number Exchange Agent and not disbursed to holders of shares of TCG Target Common Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates shall not be entitled to any rights as a holder of TCG Stock, (including, without limitation, all interest and other income received by the right Exchange Agent in respect of all amounts of funds made available to vote TCG Stockit), until and thereafter each such Certificates are exchanged pursuant to this Agreement.
(d) At the Effective Time, the stock transfer books of ACC holder shall be closed entitled to look only to the Surviving Corporation (subject to abandoned property, escheat and no transfer other similar laws), and only as general creditors thereof, with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by such holder. If any Certificates representing shares of ACC Class A Target Common Stock shall be made thereafter, other than transfers of shares of ACC Class A Common Stock that not have occurred been surrendered immediately prior to such date on which the Effective Time. In Merger Consideration in respect of such Certificate would otherwise escheat to or become the event thatproperty of any Governmental Entity (as hereinafter defined), after any such cash, shares, dividends or distributions payable in respect of such Certificate shall, to the Effective Timeextent permitted by applicable Law, Certificates are presented to become the property of the Surviving Corporation, they shall be canceled free and exchanged for shares clear of TCG Stock all claims or cash as provided in Section 1.3.
(e) Neither ACC nor TCG nor interest of any person previously entitled thereto. Notwithstanding the foregoing, none of the Surviving Corporation, Acquiror, Acquisition Subsidiary or the Exchange Agent shall be liable to any holder of shares a share of ACC Class A Target Common Stock for any Merger Consideration delivered in respect of such shares share of TCG Target Common Stock (or dividends or distributions with respect thereto), or cash delivered to a public official pursuant to any abandoned property, escheat or other similar lawLaw.
(c) At the Effective Time, rulethe stock transfer books of Target shall be closed and thereafter there shall be no further registration of transfers of shares of Target Common Stock on the records of Target. Except for Parent, regulationAcquiror and Acquisition Subsidiary, statutethe holders of shares of Target Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights, orderfrom and after the Effective Time, judgment with respect to such shares of Target Common Stock except as otherwise provided herein or decreeby applicable Law, and all cash paid pursuant to this Article I upon the surrender or exchange of --------- Certificates shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Target Common Stock theretofore represented by such Certificate.
(d) Parent, Acquiror, Acquisition Subsidiary, the Surviving Corporation and the Exchange Agent, as the case may be, shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Target Common Stock and Options (as hereinafter defined) such amounts that Parent, Acquiror, Acquisition Subsidiary, the Surviving Corporation or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), the rules and regulations promulgated thereunder ---- or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Parent, Acquiror, Acquisition Subsidiary, the Surviving Corporation or the Exchange Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Target Common Stock and Options in respect of which such deduction and withholding was made by Acquiror, Acquisition Subsidiary, the Surviving Corporation or the Exchange Agent.
Appears in 1 contract
Samples: Merger Agreement (Intrav Inc)
Surrender and Exchange of Shares. (a) Prior to the Closing Date, TCG Purchaser shall appoint an have appointed The Bank of New York or another agent reasonably acceptable to ACC the Company to act as exchange agent (the "“Exchange Agent"”) for the Merger. Promptly after At the Effective Time, TCG shall Purchaser will make available, or cause to be made available, to the Exchange Agent such certificates evidencing such number of shares of TCG Stock and such amount of cash, as and when necessaryPurchaser Stock, in order to enable the Exchange Agent to effect the exchange of certificates and make the cash payments in respect of fractional shares contemplated by Section 1.5(c1.7 (b) belowand (c) hereof.
(b) On the Closing Date, TCG shall instruct the Exchange Agent to mail to each holder of record of a Certificate within five business days of receiving from ACC a list of such holders of record, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as TCG may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration consisting of TCG Stock and any cash payable pursuant to Section 1.3(b) above.
(c) After the Effective Time, each holder of a share of ACC Class A Common Stock Seller shall surrender and deliver the Certificates to the Exchange Agent together with a duly completed and executed transmittal letter. Upon such surrender and delivery, the holder Seller shall receive a certificate representing the number of whole shares of TCG Purchaser Stock into which such holder's shares of ACC Class A Common Stock Seller’s Company Shares have been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional share. Until so surrendered and exchanged, each outstanding Certificate after on the Effective Time Closing Date shall be deemed for all purposes to evidence the right to receive that number of whole shares of TCG Purchaser Stock into which the shares of ACC Class A Common Stock Company Shares have been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional share; provided, however, that no dividends or other distributions, if any, in respect of the shares of TCG Purchaser Stock, declared after the Effective Time Closing Date and payable to holders of record Seller after the Effective TimeClosing Date, shall be paid to the holders of Seller for any unsurrendered Certificates until such Certificates and transmittal letters are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of Certificates, the record holders thereof Seller will be entitled to receive any such dividends or other distributions without interest thereon, which theretofore have become payable with respect to the number of shares of TCG Purchaser Stock for which such Certificates were exchangeable. Holders of any unsurrendered Certificates Seller shall not be entitled to vote Purchaser Stock with any rights as a holder of TCG Stock, including, without limitation, the right to vote TCG Stock, unsurrendered Certificates until such Certificates are exchanged pursuant to this Agreement.
(dc) At the Effective Time, the stock transfer books of ACC the Company shall be closed and no transfer of shares of ACC Class A Common Stock Company Shares shall be made thereafter, other than transfers of shares of ACC Class A Common Stock Company Shares that have occurred prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for shares of TCG Purchaser Stock or cash as provided in Section 1.31.3 hereof.
(d) If consideration in respect of Company Shares is to be made to a Person other than the Person in whose name a Certificate is registered, it shall be a condition to such payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of the Certificate surrendered or shall have established to the satisfaction of Purchaser or the Exchange Agent that such tax either has been paid or is not payable.
(e) Neither ACC nor TCG nor None of the Company, Purchaser or the Exchange Agent shall be liable to any holder of shares of ACC Class A Common Stock Company Shares for any such shares of TCG Purchaser Stock (or dividends or distributions with respect thereto), or cash delivered to a public official pursuant to any abandoned property, escheat or similar law, rule, regulation, statute, order, judgment or decree.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medallion Financial Corp)
Surrender and Exchange of Shares. (a) Prior to the Closing Date, TCG shall appoint an agent reasonably acceptable to ACC to act as exchange agent (the "Exchange Agent") for the Merger. Promptly after the Effective TimeDate, TCG shall make available, or cause the Surviving Corporation will send to be made available, to the Exchange Agent such certificates evidencing such number each recordholder of shares of TCG Stock and such amount common stock of cash, as and when necessary, in order the Merging Corporation immediately prior to enable the Exchange Agent to effect the exchange of certificates and make the cash payments in respect of fractional shares contemplated by Section 1.5(c) below.
(b) On the Closing Effective Date, TCG shall instruct the Exchange Agent to mail to each holder of record of a Certificate within five business days of receiving from ACC a list of such holders of recordother than Dissenting Shareholders (as defined in Section 4.3), (i) a letter of transmittal for use in exchanging certificates representing shares of common stock of the Merging Corporation for the Merger Consideration and (ii) instructions for use in effecting the surrender of the certificates representing shares of common stock of the Merging Corporation in exchange for certificates representing shares of common stock of New Paranet. Upon surrender of certificates for common stock of the Merging Corporation for cancellation to the Surviving Corporation, together with a duly executed letter of transmittal and such other documents as the Surviving Corporation shall reasonably require, the holder of such certificates shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of common stock of New Paranet into which the shares of common stock of the Merging Corporation theretofore represented by the certificates for common stock of the Merging Corporation so surrendered shall specify have been converted pursuant to the provisions of Section 4.1, and the certificates for common stock of the Merging Corporation so surrendered shall be canceled. The letter of transmittal shall (i) specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates common stock of the Merging Corporation shall pass, only upon actual delivery of the Certificates certificates for shares of common stock of the Merging Corporation to the Exchange Agent and shall be in such form and have such other provisions as TCG may reasonably specify) Surviving Corporation and (ii) instructions include provisions ensuring the rights of each party hereunder including customary provisions and a statement that satisfies the requirements of Treas. Reg.
Section 1. 1445-2(b)(2) certifying that the holder submitting such letter of transmittal is not a "foreign person" and provide that if such statement is not made, appropriate tax withholding will be made from the Merger Consideration.
(b) Until surrendered in accordance with the terms hereof, each certificate for use in effecting the surrender shares of common stock of the Certificates in exchange Merging Corporation shall after the Effective Date represent for certificates representing all purposes only the right to receive the Merger Consideration consisting Consideration. Unless and until so surrendered, no dividends or other distributions payable to the holders of TCG Stock and common stock of New Paranet, as to any cash payable pursuant time on or after the Effective Date, will be paid to Section 1.3(b) abovethe holder of such outstanding certificates.
(c) After If any portion of the Effective Time, each Merger Consideration is to be issued to a person other than the registered holder of a share of ACC Class A Common Stock shall surrender and deliver the Certificates to the Exchange Agent together with a duly completed and executed transmittal letter. Upon such surrender and delivery, the holder shall receive a certificate representing the number of whole shares of TCG Stock into which such holder's shares of ACC Class A Common Stock have been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional share. Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence the right to receive that number of whole shares of TCG Stock into which the shares of ACC Class A Common Stock have been converted pursuant to this Agreement, subject to payment of cash in lieu of any fractional share; provided, however, that no dividends or other distributions, if any, in respect of the shares of TCG Stockthe common stock of the Merging Corporation represented by the certificate or certificates surrendered in exchange therefor, declared after the Effective Time and payable to holders of record after the Effective Time, it shall be paid a condition to such issuance that any certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such issuance shall pay to the holders of Surviving Corporation any unsurrendered Certificates until such Certificates and transmittal letters are surrendered and delivered as provided herein. Subject to applicable Law, after the surrender and exchange of Certificates, the record holders thereof will be entitled to receive any such dividends transfer or other distributions without interest thereon, which theretofore have become payable with respect taxes required as a result of such issuance to a person other than the registered holder of such shares of the common stock of the Merging Corporation or establish to the number satisfaction of shares of TCG Stock for which the Surviving Corporation that such Certificates were exchangeable. Holders of any unsurrendered Certificates shall tax has been paid or is not be entitled to any rights as a holder of TCG Stock, including, without limitation, the right to vote TCG Stock, until such Certificates are exchanged pursuant to this Agreementpayable.
(d) At From and after the Effective TimeDate, there shall be no further registration of transfers on the stock transfer books of ACC shall be closed and no transfer the Merging Corporation of shares of ACC Class A Common Stock shall be made thereafter, other than transfers common stock of shares of ACC Class A Common Stock the Merging Corporation that have occurred were outstanding immediately prior to the Effective Time. In the event that, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for shares of TCG Stock or cash as provided in Section 1.3Date.
(e) Neither ACC nor TCG Notwithstanding the foregoing, neither New Paranet nor the Exchange Agent Surviving Corporation shall be liable to any holder of shares of ACC Class A Common Stock common stock of the Merging Corporation for any such shares of TCG Stock (or dividends or distributions with respect thereto), or cash delivered amount paid to a public official pursuant to applicable abandoned property laws. Any amounts remaining unclaimed by holders of shares of common stock of the Merging Corporation three years after the Effective Date (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any abandoned propertygovernmental entity) shall, escheat or similar to the extent permitted by applicable law, rule, regulation, statute, order, judgment become the property of the Surviving Corporation free and clear of any claims or decreeinterests of any person previously entitled thereto.
Appears in 1 contract
Samples: Merger Agreement (Paranet Inc)
