DISTRIBUTION WITH RESPECT TO UNEXCHANGED SHARES. No dividends or other distributions declared or made after the Effective Time with respect to Tribune Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Common Certificate with respect to the Tribune Common Shares represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 3.2(d) until the holder of record of such Company Common Certificate shall surrender such Company Common Certificate. Subject to the effect of unclaimed property, escheat and other applicable Laws, following surrender of any such Company Common Certificate, there shall be paid to the record holder of the certificates representing whole Tribune Common Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional Tribune Common Share to which such holder is entitled pursuant to Section 3.2(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole Tribune Common Shares 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 surrender and a payment date subsequent to surrender payable with respect to such whole Tribune Common Shares.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Stinehart William Jr), Agreement and Plan of Merger (Tribune Co), Agreement and Plan of Merger (Times Mirror Co /New/)
DISTRIBUTION WITH RESPECT TO UNEXCHANGED SHARES. No dividends or other distributions that are declared or made on or after the Effective Time with respect to Tribune Parent Common Shares with a or that are payable to holders of record date thereof on or after the Effective Time shall be paid to any Person entitled by reason of the holder of any unsurrendered Company Merger to receive certificates representing Parent Common Certificate with respect to the Tribune Common Shares represented thereby Shares, and no cash payment in lieu of fractional shares shall be paid to any such holder Person pursuant to Section 3.2(d) SECTION 3.2(D), until the holder of record of such Person shall surrender his Company Common Certificate shall surrender such Company Common CertificateCertificates as provided in SECTION 3.2(B). Subject to the effect of unclaimed property, escheat and other applicable Laws, following surrender of any such Company Common Certificate, there shall be paid to the record holder of the certificates representing whole Tribune Parent Common Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional Tribune Parent Common Share to which such holder is entitled pursuant to Section 3.2(dSECTION 3.2(D) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole Tribune Parent Common Shares 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 surrender and a payment date subsequent to surrender payable with respect to such whole Tribune Parent Common Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Delta Beverage Group Inc), Agreement and Plan of Merger (Whitman Corp/New/)
