Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to Southwest 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 Southwest Common Stock deliverable upon surrender thereof, and no cash payment in lieu of fractional shares of Southwest Common Stock shall be paid to any such holder pursuant to Section 2.5(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 due pursuant to Section 2.1, cash payable in lieu of a fractional share of Southwest Common Stock that such holder has the right to receive pursuant to Section 2.5(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 Southwest Common Stock that such holder has the right to receive pursuant to Section 2.1(c) 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 Southwest Common Stock that such holder has the right to receive pursuant to Section 2.1(c).
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Samples: Agreement and Plan of Merger (Southwest Airlines Co), Agreement and Plan of Merger (Airtran Holdings Inc)
Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to Southwest Newco 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 Southwest Newco Common Stock deliverable upon surrender thereof, and no cash payment in lieu of fractional shares of Southwest Common Stock shall be paid to any such holder pursuant to Section 2.5(e), thereof until the surrender of such Certificate in accordance with this ARTICLE 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 due pursuant to Section 2.1, cash payable in lieu of a fractional share of Southwest Common Stock that such holder has the right to receive pursuant to Section 2.5(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 Southwest Newco Common Stock that such holder has the right to receive pursuant to Section 2.1(c) ), 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 Southwest Newco Common Stock that such holder has the right to receive pursuant to Section 2.1(c).
Appears in 2 contracts
Samples: Merger Agreement (Us Airways Group Inc), Merger Agreement (Amr Corp)
Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to Southwest Potlatch 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 Southwest Potlatch Common Stock deliverable issuable upon surrender thereof, and no cash payment in lieu of fractional shares of Southwest Common Stock shall be paid to any such holder pursuant to Section 2.5(e2.02(f), until the surrender of such Certificate in accordance with this ARTICLE IIArticle 2. Subject to escheat abandoned property, escheat, Tax or other applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the Certificate, without interest, shares of Potlatch Common Stock issued in exchange therefor (i) at the time of such surrender, the amount of any cash due pursuant to Section 2.1, cash payable in lieu of a fractional share of Southwest Potlatch Common Stock that to which such holder has the right to receive is entitled pursuant to Section 2.5(e), 2.02(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such number of whole shares of Southwest Potlatch Common Stock that such holder has the right to receive pursuant to Section 2.1(c) 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 Southwest Potlatch Common Stock that such holder has the right to receive pursuant to Section 2.1(c)Stock.
Appears in 1 contract
Samples: Merger Agreement (Potlatch Corp)
Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to Southwest Potlatch 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 Southwest Potlatch Common Stock deliverable issuable upon surrender thereof, and no cash payment in lieu of fractional shares of Southwest Common Stock shall be paid to any such holder pursuant to Section 2.5(eSection 2.02(f), until the surrender of such Certificate in accordance with this ARTICLE IIArticle 2. Subject to escheat abandoned property, escheat, Tax or other applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the Certificate, without interest, shares of Potlatch Common Stock issued in exchange therefor (i) at the time of such surrender, the amount of any cash due pursuant to Section 2.1, cash payable in lieu of a fractional share of Southwest Potlatch Common Stock that to which such holder has the right to receive is entitled pursuant to Section 2.5(e), Section 2.02(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such number of whole shares of Southwest Potlatch Common Stock that such holder has the right to receive pursuant to Section 2.1(c) 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 Southwest Potlatch Common Stock that such holder has the right to receive pursuant to Section 2.1(c)Stock.
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Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to Southwest Parent 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 Southwest Parent Common Stock deliverable issuable upon surrender thereof, and no cash payment in lieu of fractional shares of Southwest Common Stock shall be paid to any such holder pursuant to Section 2.5(e2.05(f), until the surrender of such Certificate in accordance with this ARTICLE IIArticle 2. Subject to escheat abandoned property, escheat, Tax or other applicable Applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the Certificate, without interest, shares of Parent Common Stock issued in exchange therefor (i) at the time of such surrender, the amount of any cash due pursuant to Section 2.1, cash payable in lieu of a fractional share of Southwest Parent Common Stock that to which such holder has the right to receive is entitled pursuant to Section 2.5(e), Section 2.05(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such number of whole shares of Southwest Parent Common Stock that such holder has the right to receive pursuant to Section 2.1(c) 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 Southwest Parent Common Stock that such holder has the right to receive pursuant to Section 2.1(c)Stock.
Appears in 1 contract
Treatment of Unexchanged Shares. No dividends or other distributions declared or made with respect to Southwest Common Stock Allied World Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of Southwest Common Stock Allied World Shares deliverable upon surrender thereof, and no cash payment in lieu of fractional shares of Southwest Common Stock shall be paid to any such holder pursuant to Section 2.5(e2.2(e), until the surrender of such Certificate or Book-Entry Share in accordance with this ARTICLE Article II. Subject to escheat or other applicable Law, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be paid to the holder of the Certificatethereof, without interest, (i) at the time of such surrender, the amount of any cash due pursuant to Section 2.1, cash payable in lieu of a fractional share of Southwest Common Stock Allied World Share that such holder has the right to receive pursuant to Section 2.5(e), 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 Southwest Common Stock Allied World Shares that such holder has the right to receive pursuant to Section 2.1(c2.1(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 Southwest Common Stock Allied World Shares that such holder has the right to receive pursuant to Section 2.1(c2.1(a)(iii).
Appears in 1 contract
Samples: Merger Agreement (Allied World Assurance Co Holdings, AG)
Treatment of Unexchanged Shares. No dividends or other distributions distribu- tions declared or made with respect to Southwest United Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate Certifi- cate with respect to the shares of Southwest United Common Stock deliverable upon surrender sur- render thereof, and no cash payment in lieu of fractional shares of Southwest Common Stock shall be paid to any such holder pursuant to Section 2.5(e)2.2(e) , until the surrender of such Certificate Certifi- cate in accordance with this ARTICLE IIArticle II . Subject to escheat or other applicable Law, following surrender of any such CertificateCer- tificate, there shall be paid to the holder of the Certificate, without interest, ,
(i) at the time of such surrender, the amount of any cash due pursuant to Section 2.1, cash payable in lieu of a fractional share of Southwest United Common Stock that such holder has the right to receive re- ceive pursuant to Section 2.5(e), 2.2(e) and the amount of dividends or other distributions distribu- tions with a record date after the Effective Time theretofore paid with respect to such number of whole shares of Southwest United Common Stock that such holder has the right to receive pursuant to Section 2.1(c2.1(a)(iii) and , and
(ii) at the appropriate payment date, the amount of dividends or other distributions distribu- tions 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 num- ber of whole shares of Southwest United Common Stock that such holder has the right to receive pursuant to Section 2.1(c)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 Southwest UTG Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Acap Certificate with respect to the shares of Southwest UTG Common Stock deliverable issuable upon surrender thereof, and no cash payment in lieu of fractional shares of Southwest Common Stock shall be paid to any such holder pursuant to Section 2.5(e1.07(d), until the surrender of such Acap Certificate in accordance with this ARTICLE II. Article I. Subject to escheat escheat, tax or other applicable Lawlaw, following surrender of any such Acap Certificate, there shall be paid to the holder of the CertificateCertificate representing whole shares of UTG Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash due pursuant to Section 2.1, cash payable in lieu of a fractional share of Southwest UTG Common Stock that to which such holder has the right to receive is entitled pursuant to Section 2.5(e), 1.07(d) 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 Southwest UTG Common Stock that such holder has the right to receive pursuant to Section 2.1(c) Stock, 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 Southwest UTG Common Stock that such holder has the right to receive pursuant to Section 2.1(c).Stock
Appears in 1 contract
Samples: Merger Agreement (Utg Inc)