Common use of Book-Entry Shares Clause in Contracts

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article 2. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.07 shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver the Merger Consideration as promptly as practicable after the Effective Time. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Geeknet, Inc), Agreement and Plan of Merger (GameStop Corp.), Agreement and Plan of Merger (GameStop Corp.)

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Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Exchange Agent to receive the Merger Consideration Exchanged Amounts that such holder is entitled to receive pursuant to this Article 2. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.07 2.05 shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Paying Exchange Agent to pay and deliver deliver, the Merger Consideration Exchanged Amounts as promptly as practicable after the Effective Time. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Team Inc), Agreement and Plan of Merger (Furmanite Corp)

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article 2. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.07 2.05 shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver deliver, the Merger Consideration with respect to such Book-Entry Shares as promptly as practicable after the Effective Time. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Resource America, Inc.), Agreement and Plan of Merger (Resource Capital Corp.)

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Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the applicable form of Merger Consideration that such holder is entitled to receive pursuant to this Article 2. In lieu thereof, each Each holder of record of one (1) or more Book-Entry Shares whose shares of Company Stock Shares were converted into the Merger Consideration pursuant to Section 2.07 2.03 shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver the Merger Consideration as promptly as practicable after the Effective Time, the Merger Consideration due to such holder, subject to, and in accordance with Section 2.03(c), 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Polycom Inc)

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