Common use of Surrender of Shares; Stock Transfer Books Clause in Contracts

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, the Purchaser shall designate a bank or trust company reasonably satisfactory to the Company to act as agent for the holders of Shares (the "Exchange Agent") to receive the Merger Consideration, and at or immediately following the Effective Time, Parent shall take all steps necessary to cause the Purchaser to have sufficient funds to be able to provide the Exchange Agent with the funds necessary to make the payments contemplated by this Article II.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Wonderware Corp), Agreement and Plan of Merger (Simulation Sciences Inc), Agreement and Plan of Merger (S Acquisition Corp)

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Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, the Purchaser shall Parent or Merger Sub will designate a bank or bank, trust company or transfer agent reasonably satisfactory acceptable to the Company to act as paying agent for the holders of Shares (the "Exchange “Paying Agent") to receive facilitate the receipt by the Company’s stockholders of the Per Share Amount in connection with the Offer and the Merger Consideration, and at or immediately following the Effective Time, Parent shall take all steps necessary to cause the Purchaser to have sufficient funds to be able to provide the Exchange Agent Consideration in connection with the funds necessary to make the payments contemplated by this Article IIMerger.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Dell Inc), Agreement and Plan of Merger (Crane Co /De/), Agreement and Plan of Merger (Merrimac Industries Inc)

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, the Purchaser Company shall designate a bank or trust company reasonably satisfactory to the Company to act as agent for the holders of Shares (the "Exchange Agent") to receive the Merger Consideration, and at or immediately following the Effective Time, Parent shall take all steps necessary to cause the Purchaser to have sufficient funds to be able to provide the Exchange Agent with the funds necessary to make the payments contemplated by this Article IISection 2.1. At the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited (including from available cash balances at the Company), in trust with the Exchange Agent for the benefit of holders of Shares, the aggregate consideration to which such holders shall be entitled at the Effective Time pursuant to Section 2.1.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Midamerican Energy Holdings Co /New/), Agreement and Plan of Merger (Midamerican Energy Co), Agreement and Plan of Merger (Sokol David L)

Surrender of Shares; Stock Transfer Books. (a) Prior to Before the Effective Time, the Purchaser shall designate a bank or trust company reasonably satisfactory acceptable to the Company to act as agent for the holders of Shares in connection with the Merger (the "Exchange Agent") to receive the Merger Consideration, and at or immediately following the Effective Time, Parent shall take all steps necessary to cause the Purchaser to have sufficient funds to be able to provide the Exchange Agent with the funds necessary to make the payments contemplated by this Article IISection 2.9. At the Effective Time, the Purchaser shall deposit, or cause to be deposited, in trust with the Exchange Agent for the benefit of holders of Shares the aggregate consideration to which such holders shall be entitled at the Effective Time pursuant to Section 2.9.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Olivetti S P A), Agreement and Plan of Merger (Cellular Communications International Inc), Agreement and Plan of Merger (Cellular Communications International Inc)

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, the Purchaser shall designate a bank or trust company reasonably satisfactory acceptable to the Company to act as agent (the "PAYING AGENT") for the holders of Shares (the "Exchange Agent") to receive the Merger Consideration, and at or immediately following the Effective Time, Parent shall take all steps necessary to cause the Purchaser to have sufficient funds to which holders of such shares shall become entitled pursuant to Section 2.06(a). Such funds shall be able to provide invested by the Exchange Paying Agent with as directed by the funds necessary to make the payments contemplated by this Article IISurviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Heller Financial Inc), Agreement and Plan of Merger (General Electric Capital Corp)

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, the Purchaser Merger Sub shall designate a bank or trust company reasonably satisfactory to the Company to act as agent for the holders of Shares (the "Exchange Agent") to receive the Merger Consideration, and at or immediately following the Effective Time, Parent the Purchaser shall take all steps necessary to cause the Purchaser Merger Sub to have sufficient funds to be able to provide the Exchange Agent with the funds necessary to make the payments contemplated by this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alliedsignal Inc), Agreement and Plan of Merger (Tristar Aerospace Co)

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, the Purchaser shall will designate a bank or trust company selected by it and reasonably satisfactory acceptable to the Company to act as agent for the holders of Shares Shareholders in connection with the Merger (the "Exchange Agent") to receive the Merger Consideration, and at or immediately following the Effective Time, Parent shall take all steps necessary to cause the Purchaser to have sufficient funds to be able to provide the Exchange Agent with the funds necessary to make the payments contemplated by this Article IISection 2.6. At the Closing, Purchaser shall pay to the Exchange Agent, for the benefit of the Shareholders, the aggregate Merger Consideration for all outstanding Shares entitled thereto pursuant to Section 2.6(a).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Reinhold Industries Inc/De/), Agreement and Plan of Merger (Reinhold Acquisition Corp.)

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Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, the Purchaser shall designate a bank or trust company reasonably satisfactory acceptable to the Company to act as agent (the "Paying Agent") for the holders of Shares (the "Exchange Agent") to receive the Merger Considerationfunds to which holders of Shares shall become entitled pursuant to Section 3.06(a), and at or immediately following prior to the Effective Time, Parent shall take all steps necessary to cause the Purchaser to have sufficient funds to be able to provide the Exchange Agent deposit with the Paying Agent sufficient cash for this purpose. Such funds necessary to make shall be invested by the payments contemplated Paying Agent as directed by this Article IIthe Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intermagnetics General Corp)

Surrender of Shares; Stock Transfer Books. (a) Prior to Before the Effective Time, the Purchaser shall designate a bank or trust company reasonably satisfactory acceptable to the Company to act as agent for the holders of Shares in connection with the Merger (the "Exchange Payment Agent") to receive the Merger Consideration, and at or immediately following the Effective Time, Parent shall take all steps necessary to cause the Purchaser to have sufficient funds to be able to provide the Exchange Agent with the funds necessary to make the payments contemplated by this Article II.Section 2.6. When and ----------- as needed, the Purchaser shall make available to the Payment Agent for the benefit of holders of Shares the aggregate consideration to which such holders shall be entitled at the Effective Time pursuant to Section 2.6. -----------

Appears in 1 contract

Samples: Agreement and Plan of Merger (Parker Hannifin Corp)

Surrender of Shares; Stock Transfer Books. (a) Prior to the Effective Time, the Purchaser shall designate a bank or trust company reasonably satisfactory acceptable to the Company to act as agent (the "Paying Agent") for the holders of Shares (in connection with the "Exchange Agent") Merger to receive the Merger Consideration, and at or immediately following the Effective Time, Parent shall take all steps necessary to cause the Purchaser to have sufficient funds to be able which holders of Shares shall become entitled pursuant to provide the Exchange Agent with the funds necessary to make the payments contemplated by this Article IISection 2.06(a) and 2.06(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Airlines Inc)

Surrender of Shares; Stock Transfer Books. (a) Prior to Before the Effective Time, the Purchaser shall designate a bank or trust company reasonably satisfactory acceptable to the Company to act as agent for the holders of Shares in connection with the Merger (the "Exchange Agent") to -------------- receive the Merger Consideration, and at or immediately following the Effective Time, Parent shall take all steps necessary to cause the Purchaser to have sufficient funds to be able to provide the Exchange Agent with the funds necessary to make the payments contemplated by this Article IISection 2.1(a). At the Effective Time, the Purchaser shall deposit, or cause to be deposited, in trust with the Exchange Agent for the benefit of holders of Shares the aggregate consideration to which such holders shall be entitled at the Effective Time pursuant to Section 2.1(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bucyrus Acquisition Corp)

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