Common use of Treatment of Unexchanged Shares Clause in Contracts

Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to United Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of United Common Stock deliverable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e), until the surrender of such Certificate in accordance with this Article II. Subject to escheat or other applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the Certificate, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of United Common Stock that such holder has the right to receive pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of whole shares of United Common Stock that such holder has the right to receive pursuant to Section 2.1(a)(iii), and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such number of whole shares of United Common Stock that such holder has the right to receive pursuant to Section 2.1(a)(iii).

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Ual Corp /De/), Merger Agreement (Continental Airlines Inc /De/)

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Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to United Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of United Parent Common Stock deliverable issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e2.02(e), until the surrender of such Certificate in accordance with this Article II. Subject to escheat escheat, Tax or other applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the CertificateCertificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of United Parent Common Stock that to which such holder has the right to receive is entitled pursuant to Section 2.2(e2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of whole shares of United Parent Common Stock that such holder has the right to receive pursuant to Section 2.1(a)(iii), and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such number of whole shares of United Parent Common Stock that such holder has the right to receive pursuant to Section 2.1(a)(iii)Stock.

Appears in 2 contracts

Samples: Merger Agreement (Ashland Inc.), Merger Agreement (Hercules Inc)

Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to United Common Stock distributions, if any, with a record date at or after the Effective Time with respect to Parent Common Shares, shall be paid to the holder of any unsurrendered Certificate share of Company Common Stock to be converted into Parent Common Shares and Cash Consideration, if applicable, pursuant to Section 2.1(a)(iii) until such holder shall surrender such share in accordance with respect this Section 2.2. After the surrender in accordance with this Section 2.2 of shares of Company Common Stock to be converted into Parent Common Shares and Cash Consideration, if applicable, pursuant to Section 2.1(a)(iii), the holder thereof shall be entitled to receive (in addition to the shares applicable portion of United Common Stock deliverable upon surrender thereof, the Merger Consideration and no cash payment in lieu of fractional shares shall be paid any Fractional Share Cash Amount payable to any such holder pursuant to Section 2.2(e), until the surrender of such Certificate in accordance with this Article II. Subject to escheat or other applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the Certificate, without interest, ) (i) at the time of any such surrender, the amount of any cash payable in lieu of a fractional share of United Common Stock that such holder has the right to receive pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date at or after the Effective Time Time, without any interest thereon, which theretofore paid had become payable with respect to the Parent Common Share represented by such number of whole shares of United Company Common Stock that such holder has the right to receive pursuant to Section 2.1(a)(iii), and (ii) at the appropriate payment date, the amount of dividends or other distributions distribution with a record date at or after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such the number of whole Parent Common Shares into which such shares of United Company Common Stock that such holder has the right to receive are converted pursuant to Section 2.1(a)(iii).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (QLT Inc/Bc), Agreement and Plan of Merger (Insite Vision Inc)

Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to United Common Parent Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect that was not surrendered prior to the shares of United Common Stock deliverable upon surrender thereofEffective Time (an “Unsurrendered Certificate,”), and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e2.2(f), in each case, until the surrender of such Unsurrendered Certificate in accordance with this Article II. Subject to escheat or other applicable Law, following surrender of any such Unsurrendered Certificate, there shall be paid to the holder of the Certificatethereof, without interest, (i) at the time of such surrender, (x) the amount of any cash payable in lieu of a fractional share of United Common Stock that such holder has the right to receive pursuant to Section 2.2(e2.2(f) and (y) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such the number of whole shares of United Common Parent Stock that issuable in exchange for such holder has the right to receive pursuant to Unsurrendered Certificate under Section 2.1(a)(iii), 2.1 and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender surrender, payable with respect to such the number of whole shares of United Common Parent Stock that issuable in exchange for such holder has the right to receive pursuant to Unsurrendered Certificate under Section 2.1(a)(iii)2.1.

Appears in 1 contract

Samples: Merger Agreement (Parametric Sound Corp)

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Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to United Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of United Common Stock deliverable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e)) , until the surrender of such Certificate in accordance with this Article IIII . Subject to escheat or other applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the Certificate, without interest, , (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of United Common Stock that such holder has the right to receive pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of whole shares of United Common Stock that such holder has the right to receive pursuant to Section 2.1(a)(iii)) , and and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such number of whole shares of United Common Stock that such holder has the right to receive pursuant to Section 2.1(a)(iii)) .

Appears in 1 contract

Samples: Merger Agreement

Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to United Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect that was not surrendered prior to the shares of United Common Stock deliverable upon surrender thereof, Effective Time (an “Unsurrendered Certificate,” and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e2.2(f), in each case, until the surrender of such Unsurrendered Certificate in accordance with this Article II. Subject to escheat or other applicable Law, following surrender of any such Unsurrendered Certificate, there shall be paid to the holder of the Certificatethereof, without interest, (i) at the time of such surrender, (x) the amount of any cash payable in lieu of a fractional share of United Common Stock that such holder has the right to receive pursuant to Section 2.2(e2.2(f) and (y) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such the number of whole shares of United Parent Common Stock that issuable in exchange for such holder has the right to receive pursuant to Unsurrendered Certificate under Section 2.1(a)(iii), 2.1 and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such the number of whole shares of United Parent Common Stock that issuable in exchange for such holder has the right to receive pursuant to Unsurrendered Certificate under Section 2.1(a)(iii)2.1.

Appears in 1 contract

Samples: Merger Agreement (RestorGenex Corp)

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