Common use of Treatment of Unexchanged Shares Clause in Contracts

Treatment of Unexchanged Shares. No dividends or other distributions, if any, with a record date after the Effective Time with respect to Parent Common Stock, shall be paid to the holder of any unsurrendered share of Company Common Stock to be converted into shares of Parent Common Stock pursuant to Section 2.1(a)(i) until such holder shall surrender such share in accordance with this Section 2.2. After the surrender in accordance with this Section 2.2 of a share of Company Common Stock to be converted into Parent Common Stock pursuant to Section 2.1(a)(i), Parent shall cause the holder thereof to be paid, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such shares of Parent Common Stock to which such holder is entitled pursuant to this Agreement 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 with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. After the Effective Time, Parent shall cause the Company to pay on the applicable payment date the amount of dividends or other distributions on shares of Company Common Stock that have a record date prior to the Effective Time and a payment date after the Effective Time, such payment to be made to the holders of Company Common Stock on such record date.

Appears in 4 contracts

Samples: Merger Agreement (Ixys Corp /De/), Merger Agreement (Littelfuse Inc /De), Merger Agreement (Analog Devices Inc)

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Treatment of Unexchanged Shares. No dividends or other distributions, if any, with a record date after the Effective Time with respect to Parent Common Stock, shall be paid to the holder of any unsurrendered share of Company Common Stock to be converted into shares of Parent Common Stock pursuant to Section 2.1(a)(i3.1(a)(i) until such holder shall surrender such share in accordance with this Section 2.23.2. After the surrender in accordance with this Section 2.2 3.2 of a share of Company Common Stock to be converted into Parent Common Stock pursuant to Section 2.1(a)(i3.1(a)(i), Parent shall cause the holder thereof to be paid, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such shares of Parent Common Stock to which such holder is entitled pursuant to this Agreement 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 with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. After the Effective Time, Parent shall cause the Company to pay on the applicable payment date the amount of dividends or other distributions on shares of Company Common Stock that have a record date prior to the Effective Time and a payment date after the Effective Time, such payment to be made to the holders of Company Common Stock on such record date.

Appears in 2 contracts

Samples: Merger Agreement (First Advantage Corp), Merger Agreement (Sterling Check Corp.)

Treatment of Unexchanged Shares. No dividends or other distributions, if any, distributions declared or made with respect to shares of Parent Common Stock with a record date after the Effective Time with respect to Parent Common Stock, shall be paid to the holder of any unsurrendered share of Company Common Stock Certificate with respect to be converted into the shares of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.1(a)(i) 2.03(h), until the surrender of such holder shall surrender such share Certificate in accordance with this Section 2.2Article II. After Subject to abandoned property, escheat, Tax or other applicable Law, following surrender of any such Certificate, there shall be paid to the surrender holder of the shares of Parent Common Stock issued in accordance with this Section 2.2 exchange therefor (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Company Parent Common Stock to be converted into Parent Common Stock which such holder is entitled pursuant to Section 2.1(a)(i), Parent shall cause the holder thereof to be paid, without interest, (i2.03(h) and the amount of dividends or other distributions with a record date after the Effective Time and theretofore previously paid with respect to such whole shares of Parent Common Stock to which such holder is entitled pursuant to this Agreement 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 with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock. After the Effective Time, Parent shall cause the Company to pay on the applicable payment date the amount of dividends or other distributions on shares of Company Common Stock that have a record date prior to the Effective Time and a payment date after the Effective Time, such payment to be made to the holders of Company Common Stock on such record date.

Appears in 2 contracts

Samples: Merger Agreement (Penn Virginia Corp), Merger Agreement (Denbury Resources Inc)

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Treatment of Unexchanged Shares. No dividends or other distributions, if any, with a record date after the Closing Effective Time with respect to Parent Common Stock, shall be paid to the holder of any unsurrendered share of Company Common Stock to be converted into shares of Parent Common Stock pursuant to Section 2.1(a)(i3.3(a)(i) until such holder shall surrender such share in accordance with this Section 2.23.4. After the surrender in accordance with this Section 2.2 3.4 of a share of Company Common Stock to be converted into Parent Common Stock pursuant to Section 2.1(a)(i3.3(a)(i), Parent shall cause the holder thereof to be paid, without interest, (i) the amount of dividends or other distributions with a record date after the Closing Effective Time and theretofore paid with respect to such shares of Parent Common Stock to which such holder is entitled pursuant to this Agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Closing Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock. After the Closing Effective Time, Parent shall cause the Company to pay on the applicable payment date the amount of dividends or other distributions on shares of Company Common Stock that have a record date prior to the Closing Effective Time and a payment date after the Closing Effective Time, such payment to be made to the holders of Company Common Stock on such record date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Broadcom Inc.)

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