Common use of Book-Entry Shares Clause in Contracts

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each holder of record of one or more Book-Entry Shares whose Company Common Shares were converted into the right to receive the Merger Consideration and any dividends or other distributions payable thereon pursuant to Section 2.04(c) shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Purchaser shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, in respect of each Company Common Share (A) the Per Share Cash Amount, (B) the number of whole Purchaser Common Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder of record) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to 2.01(c) (after taking into account all Eligible Shares then held by such holder), (C) any dividends or distributions payable pursuant to Section 2.04(c) and (D) cash in lieu of any fractional shares payable pursuant to Section 2.04(h), and the Book-Entry Shares of such holder shall forthwith be cancelled.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, no any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration and other amounts that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Shares Stock were converted into the right to receive the Merger Consideration and any dividends or other distributions payable thereon pursuant to Section 2.04(c) 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Purchaser Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, in respect of each Company Common Share (A) cash in an amount equal to the Per Share Cash AmountAmount multiplied by the number of shares of Company Common Stock previously represented by such Book-Entry Shares, (B) the number of whole Purchaser shares of Parent Common Shares Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder of recordrequested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant to 2.01(cSection 2.1(b) (after taking into account all Eligible other Book-Entry Shares then held by such holderholder and converted pursuant to this Section 2.5(b)(ii)), (C) any dividends or distributions payable pursuant to Section 2.04(c2.5(c)(ii) and (D) cash in lieu of any fractional shares payable pursuant to Section 2.04(h)2.3, and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Per Share Consideration that such holder is entitled to receive pursuant to this Article IISection 4.1(a). In lieu thereof, each holder of record of one or more Book-Entry Shares whose Company Common Shares were converted into the right to receive the Merger Per Share Consideration and any dividends or other distributions payable thereon pursuant to Section 2.04(c4.2(c) shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Purchaser Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective TimeTime (and in any event within five (5) business days thereafter), in respect of each Company Common Book-Entry Share (A) the Per Share Cash Amount, (B) the that number of whole Purchaser shares of Parent Common Shares Stock (which shall be in uncertificated non-certificated book-entry form unless a physical certificate is requested by such holder of record) representingthat such holder is entitled to receive as Per Share Stock Consideration in respect of such holder’s Book-Entry Shares pursuant to this Article IV, if any, (B) a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.3) equal to the aggregateamount of cash (consisting of the Per Share Cash Consideration and cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 4.2(e)), the whole number if any, that such holder is entitled to receive in respect of shares such holder’s Book-Entry Shares pursuant to this Article IV, and (C) any dividends and other distributions that such holder has the right to receive pursuant to 2.01(c) (after taking into account all Eligible Shares then held by such holder), (C) any dividends or distributions payable pursuant to Section 2.04(c) and (D) cash in lieu of any fractional shares payable pursuant to Section 2.04(h4.2(c), and the Book-Entry Shares of such holder shall forthwith be cancelled.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, no any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Shares Stock were converted into the right to receive the Merger Consideration and any dividends or other distributions payable thereon pursuant to Section 2.04(c) 2.5 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Purchaser Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, in respect of each Company Common Share (A) cash in an amount equal to the Per Share Cash AmountConsideration multiplied by the number of shares of Company Stock previously represented by such Book-Entry Shares, (B) the number of whole Purchaser shares of Parent Common Shares Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder of recordrequested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant to 2.01(cSection 2.5(b) (after taking into account all Eligible other Book-Entry Shares then held converted by such holderholder pursuant to this Section 2.9(b)(ii)), (C) any dividends or other distributions payable pursuant to Section 2.04(c2.9(c)(ii) and (D) cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.04(h)2.7, and the Book-Entry Shares of such holder shall forthwith be cancelledcanceled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, no any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereofParent shall instruct the Paying Agent to mail, as soon as reasonably practicable (but no later than three Business Days) following the Effective Time, to each holder of record of one or more Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(b), (i) a letter of transmittal (which shall be in such form and have such other provisions as the Company and Parent shall mutually agree) and (ii) instructions for use in effecting the surrender of the Book-Entry Shares in exchange for the Merger Consideration. Upon delivery of such letter of transmittal to the Paying Agent, duly executed, and such other documents as may reasonably be required by Parent or the Paying Agent, each holder of record of one or more Book-Entry Shares whose shares of Company Common Shares Stock were converted into the right to receive the Merger Consideration and any dividends or other distributions payable thereon pursuant to Section 2.04(c2.1(b) shall automatically upon be entitled to receive in exchange therefor, and Parent and the Effective Time Surviving Corporation shall cause the Paying Agent to pay and deliver in exchange thereof as promptly as practicable, the cash amount equal to (or, at any later time at which x) the number of shares of Company Common Stock represented by such Book-Entry Shares shall be so converted) be entitled to receive, and Purchaser shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, in respect of each Company Common Share multiplied by (Ay) the Per Share Cash Amount, (B) the number of whole Purchaser Common Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder of record) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to 2.01(c) (after taking into account all Eligible Shares then held by such holder), (C) any dividends or distributions payable pursuant to Section 2.04(c) and (D) cash in lieu of any fractional shares payable pursuant to Section 2.04(h), and the Book-Entry Shares of such holder shall forthwith be cancelledMerger Consideration.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article IISection 4.1(a). In lieu thereof, each holder of record of one or more Book-Entry Shares whose Company Common Shares were converted into the right to receive the Per Share Merger Consideration and any dividends or other distributions payable thereon pursuant to Section 2.04(c4.3(c) shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Purchaser Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, in respect of each Company Common Book-Entry Share (A) the Per Share Cash Amount, (B) the that number of whole Purchaser shares of Parent Common Shares Stock (which shall be in uncertificated non-certificated book-entry form unless a physical certificate is requested by such holder of record) representingthat such holder is entitled to receive in respect of such holder’s Book-Entry Shares pursuant to Section 4.2(f), if any, and (B) a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.4) equal to (x) the aggregateamount of cash (consisting of the Per Share Cash Consideration and cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 4.3(e)), the whole number if any, that such holder is entitled to receive in respect of shares such holder’s Book-Entry Shares pursuant to Section 4.2(f), plus (y) any cash dividends and other distributions that such holder has the right to receive pursuant to 2.01(c) (after taking into account all Eligible Shares then held by such holder), (C) any dividends or distributions payable pursuant to Section 2.04(c) and (D) cash in lieu of any fractional shares payable pursuant to Section 2.04(h4.3(c), and the Book-Entry Shares of such holder shall forthwith be cancelled.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, no any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Shares Stock were converted into the right to receive the Merger Consideration and any dividends or other distributions payable thereon pursuant to Section 2.04(c) 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Purchaser Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, in respect of each Company Common Share (A) cash in an amount equal to the Per Share Cash AmountAmount multiplied by the number of shares of Company Common Stock previously represented by such Book-Entry Shares, (B) the number of whole Purchaser shares of Parent Common Shares Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder of recordrequested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant to 2.01(cSection 2.1(b) (after taking into account all Eligible other Book-Entry Shares then held converted by such holderholder pursuant to this Section 2.5(b)(ii)), (C) any dividends or distributions payable pursuant to Section 2.04(c2.5(c)(ii) and (D) cash in lieu of any fractional shares payable pursuant to Section 2.04(h)2.3, and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, no any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II2. In lieu thereof, each holder of record of one or more Book-Entry Shares whose Company Common Shares were converted into the right to receive the Merger Consideration and any dividends or other distributions payable thereon pursuant to Section 2.04(c) 2.05 shall automatically upon the First Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Purchaser Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the First Effective Time, in respect of each Company Common Share (A) cash in an amount equal to the Per Share Cash AmountAmount multiplied by the number of Company Shares previously represented by such Book-Entry Shares, (B) the number of whole Purchaser Common Parent Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder of recordform) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant to 2.01(cSection 2.05(a)(ii) (after taking into account all Eligible other Company Shares then held by such holderholder that are converted into the Merger Consideration), (C) any dividends or distributions payable pursuant to Section 2.04(c2.10(c)(ii) and (D) cash in lieu respect of any fractional shares payable pursuant to Section 2.04(h)2.07, and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, no any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II2. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Shares Stock were converted into the right to receive the Merger Consideration and any dividends or other distributions payable thereon pursuant to Section 2.04(c) 2.05 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Purchaser Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, in respect of each Company Common Share (A) cash in an amount equal to the Per Share Cash AmountAmount multiplied by the number of shares of Company Stock previously represented by such Book-Entry Shares, (B) the number of whole Purchaser shares of Parent Common Shares Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder of recordrequested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant to 2.01(cSection 2.05(b) (after taking into account all Eligible other Book-Entry Shares then held converted by such holderholder pursuant to this Section 2.08(b)(ii)), (C) any dividends or distributions payable pursuant to Section 2.04(c2.08(c)(ii) and (D) cash in lieu of any fractional shares payable pursuant to Section 2.04(h)2.07, and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, no any holder of Book-Entry Shares shall will not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article IIConsideration. In lieu thereof, each holder of record of one or more Book-Entry Shares whose Company Common (other than Cancelled Shares were converted into the right to receive the Merger Consideration and any dividends or other distributions payable thereon pursuant to Section 2.04(cDissenting Shares) shall automatically upon receipt by the Effective Time Paying Agent of an “agent’s message” in customary form (or, at any later time at which such it being understood that the holders of Book-Entry Shares shall be so converteddeemed to have surrendered such Shares upon receipt by the Paying Agent of such “agent’s message” or such other evidence, if any, as the Paying Agent may reasonably request) be entitled to receive, and Purchaser Parent shall cause the Exchange Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, a cash amount in respect of each Company Common Share immediately available funds (after giving effect to any required Tax withholdings as provided in Section 2.3(e)) equal to the product obtained by multiplying (A) the Per Share Cash Amount, number of Shares represented by such Book-Entry Shares by (B) the number of whole Purchaser Common Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder of record) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to 2.01(c) (after taking into account all Eligible Shares then held by such holder), (C) any dividends or distributions payable pursuant to Section 2.04(c) and (D) cash in lieu of any fractional shares payable pursuant to Section 2.04(h)Per Share Merger Consideration, and the Book-Entry Shares of such holder so surrendered shall forthwith immediately be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, no any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II2. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Shares Stock were converted into the right to receive the Merger Consideration and any dividends or other distributions payable thereon pursuant to Section 2.04(c) 2.05 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Purchaser Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, in respect of each Company Common Share (A) cash in an amount equal to the Per Share Cash AmountAmount multiplied by the number of shares of Company Stock previously represented by such Book-Entry Shares, (B) the number of whole Purchaser shares of Parent Common Shares Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder of recordrequested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant to 2.01(cSection 2.05(b) (after taking into account all Eligible other Book-Entry Shares then held converted by such holderholder pursuant to this Section 2.09(b)(ii)), (C) any dividends or distributions payable pursuant to Section 2.04(c2.09(c)(ii) and (D) cash in lieu of any fractional shares payable pursuant to Section 2.04(h)2.07, and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, no any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Shares Stock were converted into the right to receive the Class A Merger Consideration and or the Class B Merger Consideration, as applicable, any dividends or other distributions payable thereon pursuant to Section 2.04(c2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Purchaser Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, in respect of each Company Common Share Time (Ai) the Per Share Cash Amountamount of cash to which such holder is entitled pursuant to Section 2.01(d), (Bii) the number shares of whole Purchaser Parent Common Shares Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder of record) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to 2.01(cSection 2.01(d) (after taking into account all Eligible Shares shares of Company Common Stock then held by such holder), (Ciii) shares of Parent Convertible Preferred Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder of record) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.01(d) (after taking into account all shares of Company Common Stock then held by such holder), (iv) any dividends or distributions payable pursuant to Section 2.04(c2.02(c) and (Dv) cash in lieu of any fractional shares payable pursuant to Section 2.04(h2.02(e), and the Book-Entry Shares of such holder shall forthwith be cancelledcanceled.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, no any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Shares Stock were converted into the right to receive the Class A Merger Consideration and or the Class B Merger Consideration, as applicable, any dividends or other distributions payable thereon pursuant to Section 2.04(c2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Purchaser Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, in respect of each Company Common Share Time (Ai) the Per Share Cash Amountamount of cash to which such holder is entitled pursuant to Section 2.01(d), (Bii) the number shares of whole Purchaser Parent Common Shares Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder of record) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to 2.01(cSection 2.01(d) (after taking into account all Eligible Shares shares of Company Common Stock then held by such holder), (Ciii) shares of Parent Convertible Preferred Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder of record) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.01(d) (after taking into account all shares of Company Common Stock then held by such holder), (iv) any dividends or distributions payable pursuant to Section 2.04(c2.02(c) and (Dv) cash in lieu of any fractional shares payable pursuant to Section 2.04(h2.02(e), and the Book-Entry Shares of such holder shall forthwith be cancelled.canceled. Table of Contents

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, no any holder of Company Book-Entry Shares shall not be required to deliver a Company Certificate or an executed letter Letter of transmittal Transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each holder of record of one or more Company Book-Entry Shares whose shares of Company Common Shares Capital Stock were converted into the right to receive the Merger Consideration and any dividends or other distributions payable thereon pursuant to Section 2.04(c) shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Purchaser Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, in respect of each share of Company Common Share Capital Stock (A) the Per Share Cash Amount, (B) the number or shares of whole Purchaser Parent Common Shares Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested otherwise determined by such holder of recordParent) representing, in the aggregate, (x) ninety percent (90%) of the whole number of shares that such holder has the right to receive pursuant to 2.01(cSection 2.1(b) and (y) one hundred percent (100%) of the whole number of shares that such holder has the right to receive pursuant to Section 2.1(h) (after taking into account all Eligible Shares shares then held by such holder and rounding such amount of shares down to the nearest whole share), (B) subject to Section 2.4(c) and Article VII, the number of whole shares of Parent Common Stock (which shall be in non-certificated book entry form unless determined otherwise by Parent) representing, in the aggregate, such holder’s amount of Escrow Shares, which shall not be distributed to such holder but instead shall be deposited in the Escrow Account pursuant to Section 2.4(c), (C) any dividends or distributions payable pursuant to Section 2.04(c) 2.2 and (D) cash in lieu of any fractional shares payable pursuant to Section 2.04(h)2.3, and the Company Book-Entry Shares of such holder shall forthwith be cancelledcanceled.