Common use of Distributions with Respect to Unexchanged Parent Common Shares Clause in Contracts

Distributions with Respect to Unexchanged Parent Common Shares. No dividends or other distributions declared or made after the Effective Time with respect to the Parent Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Parent Common Shares represented thereby, and no cash payment in lieu of any fractional shares shall be paid to any such holder pursuant to Section 3.01(e), until the holder of such Certificate shall surrender such Certificate (or an affidavit of loss in lieu thereof). Subject to the effect of escheat, Tax or other applicable Laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole Parent Common Shares issued in exchange therefor, without interest, (i) the amount of any cash payable with respect to any fractional Parent Common Shares to which such holder is entitled pursuant to Section 3.01(e) and the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such whole 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 occurring after surrender, payable with respect to such whole Parent Common Shares.

Appears in 2 contracts

Samples: Agreement and Plan of Merger And (Bunge LTD), Agreement and Plan of Merger And (Corn Products International Inc)

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Distributions with Respect to Unexchanged Parent Common Shares. No dividends or other distributions declared or made after the Effective Time with respect to the Parent Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Parent Common Shares represented therebyentitled to be received upon surrender thereof, and no cash payment in lieu of any fractional shares shall be paid to any such holder pursuant to Section 3.01(e2.02(e), until the holder of such Certificate shall surrender such Certificate (or an affidavit of loss as provided in lieu thereofSection 2.02(b). Subject to the effect of escheat, Tax tax or other applicable LawsLaws (as defined in Section 3.05(a)), following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole Parent Common Shares issued in exchange therefortherefor (in addition to the Per Share Cash Consideration), without interest, (i) the amount of any cash payable with respect to any a fractional Parent Common Shares Share to which such holder is entitled pursuant to Section 3.01(e2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid payable with respect to such whole Parent Common Shares, 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 occurring after surrender, payable with respect to such whole Parent Common Shares.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Ariba Inc), Agreement and Plan of Merger and Reorganization (Ariba Inc)

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