Unregistered Transfers. In the event of a transfer of ownership of shares of Company Common Shares which is not registered on the transfer records of Company, a certificate representing the proper number of shares of Common Stock, together with cash in lieu of fractional shares, if any, or any unpaid dividends and distributions may be issued to such transferee if the Certificate representing such Company Common Shares held by such transferee is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Date to represent only the right to receive upon surrender a certificate representing shares of Common Stock and cash in lieu of any fractional share, if any, or any unpaid dividends and distributions as provided in this Article II.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Southdown Inc), Agreement and Plan of Merger (Southdown Inc), Agreement and Plan of Merger (Medusa Corp)
Unregistered Transfers. In the event of a transfer of ownership of shares of Company Common Shares which is not registered on the transfer records of Company, a certificate representing the proper number of shares of Common Stock, together with cash in lieu of fractional shares, if any, or any unpaid dividends and distributions may be issued to such transferee if the Certificate representing such Company Common Shares held by such transferee is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Date to represent only the right to receive upon surrender a certificate representing shares of Common Stock and cash in lieu of any fractional share, if any, or any unpaid dividends and distributions as provided in this Article II.. A-3 9 (e)
Appears in 2 contracts
Samples: Exhibit A (Southdown Inc), Exhibit A (Southdown Inc)