Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend or other distribution declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3. Subject to the effect of Applicable Laws (as defined in Section 3.9), there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of such Certificate, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificate, 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 shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Intersil Corp/De), Agreement and Plan of Merger (Intersil Corp/De), Agreement and Plan of Merger (Elantec Semiconductor Inc)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered CertificateCertificate with respect to the shares of Parent Common Stock represented thereby, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.02(e) until the holder shall surrender of such Certificate as provided in accordance with this Section 2.3Article II. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificateholder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificate, the amount of dividends or other distributions with a record date after the Effective Time Merger but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Santa Fe Pacific Gold Corp), Agreement and Plan of Merger (Newmont Mining Corp), Agreement and Plan of Merger (Allwaste Inc)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate with respect to the Parent Shares represented thereby and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.2(d) until the holder of record of such Certificate shall surrender such Certificate as provided in this Section 2.3Certificate. Subject to the effect of Applicable Laws (as defined in Section 3.9)unclaimed property, escheat and other applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Class A Common Stock Shares issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificate, holder is entitled pursuant to Section 2.2(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, Shares and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, 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 shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereonShares.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Energy East Corp), Agreement and Plan of Merger (Energy East Corp), Agreement and Plan of Merger (CTG Resources Inc)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered CertificateCertificate with respect to the shares of Parent Common Stock represented thereby, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holderholder pursuant to Section 2.2(d), in each case until the holder shall surrender of such Certificate as provided in accordance with this Section 2.3Article II. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable escheat laws, following surrender of such Certificate, there shall be paid to the holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any such Certificate, cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 4 contracts
Samples: Ii– Agreement and Plan of Merger (Anchor Gaming), Agreement and Plan of Merger (International Game Technology), Agreement and Plan of Merger (International Game Technology)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Buyer Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered CertificateCertificate with respect to any shares of Buyer Common Stock that the holder thereof has the right to receive upon the surrender thereof, and no Merger Consideration or cash payment in lieu of any fractional shares of Buyer Common Stock shall be paid to any such holderholder pursuant to Section 2.5(e), in each case until the holder of such Certificate shall surrender such Certificate as provided in accordance with this Section 2.3Article II. Subject to the effect Following surrender of Applicable Laws (as defined in Section 3.9)any Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, thereof (i) at the time of surrender such surrender, the amount of cash payable in lieu of any fractional share of Buyer Common Stock to which such Certificate, holder is entitled pursuant to Section 2.5(e) and the amount of dividends or other distributions payable with respect to such whole shares of Buyer Common Stock with a record date after the Effective Time theretofore payable and paid with respect to such whole shares of Parent Class A Buyer Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, prior to such surrender and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Buyer Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (First State Bancorporation), Agreement and Plan of Merger (Access Anytime Bancorp Inc), Agreement and Plan of Merger (First State Bancorporation)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate with respect to the shares of Parent Common Stock to which such holder is entitled hereunder and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Sections 1.7 and 1.10 until the holder of record of such Certificate shall surrender such Certificate as provided in this Section 2.3Certificate. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid given to the record holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange thereforto which such holder is entitled hereunder, without interest, (i) at the time of surrender such surrender, a certificate representing the number of whole shares of Parent Common Stock and the amount of any cash to which such Certificate, holder is entitled pursuant to Sections 1.7 and 1.10 and the amount of dividends or other distributions with respect to such whole shares of Parent Common Stock with a record date after the Effective Time theretofore payable with respect and a payment date prior to their date of issuance to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonholder, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, 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 shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 3 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Vanguard Cellular Systems Inc), Agreement and Plan of Merger (At&t Corp), Amended and Restated Agreement and Plan of Merger (At&t Corp)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered CertificateCertificate formerly representing Company Common Stock with respect to the shares of Parent Common Stock issuable upon surrender thereof, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.02(e) until the holder shall surrender of such Certificate as provided in accordance with this Section 2.3Article II. Subject to the effect applicable Law, following surrender of Applicable Laws (as defined in Section 3.9)any such Certificate, there shall be paid to the holder of the certificates Certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificate, holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Jorgensen Earle M Co /De/)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered CertificateCertificate with respect to the shares of Parent Common Stock represented thereby, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 1.09(e) until the holder shall surrender of such Certificate as provided in accordance with this Section 2.3. Article I. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be issued or paid to the holder of such certificate, a certificate representing the certificates representing number of whole shares of Parent Class A Common Stock issued in exchange therefor, therefor without interest, (i) at the time of surrender of such Certificatesurrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.09(e) and the amount of any dividends or other distributions with a record date after the Effective Time theretofore payable paid (but withheld pursuant to the immediately preceding sentence) with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of any dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Axys Pharmaceuticals Inc), Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Axys Pharmaceuticals Inc)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered CertificateCertificate with respect to the shares of Parent Common Stock represented thereby, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.02(e) until the holder shall surrender of such Certificate as provided in accordance with this Section 2.3Article II. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates certificate representing the whole shares of Parent Class A Common Stock issued in exchange therefor, therefor without interest, (i) at the time of surrender of such Certificatesurrender, the amount of any cash payable in lieu of any fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of any dividends or other distributions with a record date after the Effective Time of the Merger theretofore payable paid (but withheld pursuant to the immediately preceding sentence) with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of any dividends or other distributions with a record date after the Effective Time but prior to surrender of the Merger and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Access Pharmaceuticals Inc), Agreement and Plan of Merger (Somanta Pharmaceuticals Inc.), Agreement and Plan of Merger (Access Pharmaceuticals Inc)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered CertificateCompany Certificate with respect to the shares of Parent Common Stock represented thereby, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holderholder pursuant to Section 2.2(e), until the holder of record of such Company Certificate shall surrender such Certificate as provided in this Section 2.3Company Certificate. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificate, holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable previously paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, 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 shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tellabs Inc), Agreement and Plan of Merger (Coherent Communications Systems Corp)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision provisions of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Purchaser Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, Certificate until the holder shall surrender such Certificate as provided in this Section 2.3. Until such Certificate has been surrendered as provided in this Section 2.3, Purchaser shall deposit the amount of any dividends or other distributions with the Exchange Agent. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable Laws, there following surrender of any such Certificate, the Exchange Agent shall be paid pay to the holder of the certificates representing whole shares of Parent Class A Purchaser Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Purchaser Common Stock and not paid, less the amount of any withholding taxes that Taxes which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatesurrender, 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 shares of Parent Class A Purchaser Common Stock, less the amount of any withholding taxes that Taxes which may be required thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Resource Capital Fund v L.P.), Agreement and Plan of Merger (Uranium Resources Inc /De/)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificatecertificate formerly representing Company Common Stock with respect to the shares of Parent Common Stock issuable upon surrender thereof, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.02(e) until the holder shall surrender of such Certificate as provided certificate in accordance with this Section 2.3Article II. Subject to the effect applicable Law, following surrender of Applicable Laws (as defined in Section 3.9)any such certificate, there shall be paid to the holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificate, holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hi/Fn Inc), Agreement and Plan of Merger (Exar Corp)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered CertificateCertificate with respect to the shares of Parent Common Stock represented thereby, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holderholder pursuant to Section 2.02(e), until the holder shall surrender of such Certificate as provided in accordance with this Section 2.3Article II. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificateholder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificate, the amount of dividends or other distributions with a record date after the Effective Time Merger but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Turner Broadcasting System Inc), Agreement and Plan of Merger (Time Warner Inc)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificatecertificate formerly representing Company Common Stock with respect to the shares of Parent Common Stock issuable upon surrender thereof, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holderholder pursuant to Section 2.02(f), until the holder shall surrender of such Certificate as provided certificate in accordance with this Section 2.3Article II. Subject to the effect applicable Law, following surrender of Applicable Laws (as defined in Section 3.9)any such certificate, there shall be paid to the holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at promptly after the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificate, holder is entitled pursuant to Section 2.02(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WPS Resources Corp), Agreement and Plan of Merger (Peoples Energy Corp)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate with respect to the right to receive shares of Parent Common Stock represented thereby and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.11(e) until the holder of such Certificate shall surrender such Certificate as provided in this Section 2.3Certificate. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange thereforthereof, without interest, : (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificate, holder is entitled pursuant to Section 2.11(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, Stock; and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, 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 shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Grancare Inc), Agreement and Plan of Merger (Living Centers of America Inc)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered CertificateCertificate with respect to Parent Common Shares that the holder thereof has the right to receive upon the surrender thereof, and no Merger Consideration or cash payment in lieu of fractional shares Parent Common Shares shall be paid to any such holderholder pursuant to Section 2.02(e), in each case until the holder shall surrender of such Certificate as provided shall have surrendered such Certificate in accordance with this Section 2.3Article II. Subject to Following the effect surrender of Applicable Laws (as defined in Section 3.9)any Certificate, there shall be paid to the record holder of the certificates certificate representing whole shares of Parent Class A Common Stock Shares issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock Shares and not paid, less the amount of any withholding taxes that may be required thereon, cash payable in lieu of a fractional Parent Common Share to which such holder is entitled pursuant to Section 2.02(e) and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereonShares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trane Inc.), Agreement and Plan of Merger (Ingersoll Rand Co LTD)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A MedPartners Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate with respect to the shares of MedPartners Common Stock represented thereby and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.2(e) until the holder shall surrender of such Certificate as provided in accordance with this Section 2.32. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates certificate representing whole shares of Parent Class A MedPartners Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of MedPartners Common Stock to which such Certificate, holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A MedPartners Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A MedPartners Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 2 contracts
Samples: Plan and Agreement of Merger (Medpartners Inc), Plan and Agreement of Merger (Medpartners Inc)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate with respect to the Parent Shares represented thereby and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.02(d) until the holder of record of such Certificate shall surrender such Certificate as provided in this Section 2.3Certificate. Subject to the effect of Applicable Laws (as defined in Section 3.9)unclaimed property, escheat and other applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Class A Common Stock Shares issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificate, holder is entitled pursuant to Section 2.02(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, Shares and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, 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 shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereonShares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Northeast Utilities System), Agreement and Plan of Merger (Northeast Utilities System)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions that are declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate with respect to the Parent Shares that such holder would be entitled to receive by reason of the Merger upon surrender of such Certificate and no Merger Consideration or cash payment in lieu of fractional shares Parent Shares shall be paid to any such holder, holder pursuant to Sections 4.1 and 4.3 until the such holder shall surrender such Certificate as provided in this Section 2.3Certificate. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable law, following surrender of any such Certificate, there shall be paid to the such holder of the certificates representing whole shares of Parent Class A Common Stock issued Shares issuable in exchange therefor, without interest, (i) at promptly after the time of surrender such surrender, the amount of any cash payable in lieu of fractional Parent Shares to which such Certificate, holder is entitled pursuant to Sections 4.1 and 4.3 and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid prior to the time of such surrender with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonShares, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares Parent Shares. Any dividends or other distributions that are payable with respect to Parent Shares deliverable upon surrender of unexchanged Certificates shall be deposited by Parent Class A Common Stock, less in the amount of any withholding taxes that may be required thereonStock Merger Exchange Fund.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plato Learning Inc), Agreement and Plan of Merger (Wasatch Interactive Learning Corp)
Distributions with Respect to Unexchanged Shares. Notwithstanding any No dividends or ------------------------------------------------ other provision of this Agreement, no dividend or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered CertificateCertificate with respect to the shares of Parent Common Stock represented thereby, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 3.2(e) hereof until the holder shall surrender of such Certificate as provided in -------------- accordance with this Section 2.3Article III. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, ----------- following surrender of any such Certificate, there shall be paid to the holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 3.2(e) hereof and the -------------- amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ginsburg Scott K), Agreement and Plan of Merger (Digital Generation Systems Inc)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision No ------------------------------------------------- amount in respect of this Agreement, no dividend dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A NewCo Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate with respect to the shares of NewCo Common Stock the holder thereof is entitled to receive in respect thereof and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to subsection (e) below until the holder of record of such Certificate shall surrender such Certificate as provided to NewCo in this Section 2.3accordance herewith. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Class A NewCo Common Stock issued in exchange therefor, without interest, (i) at the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with any cash payable in lieu of a record date after the Effective Time theretofore payable with respect to such whole shares fractional share of Parent Class A NewCo Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and to which such holder is entitled pursuant to subsection (iie) at the appropriate payment date subsequent to surrender of such Certificate, 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 shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereonbelow.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. Notwithstanding any No dividends or ------------------------------------------------ other provision of this Agreement, no dividend or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Buyer Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.2(e) until the holder of record of such Certificate shall surrender such Certificate as provided in this Section 2.3Certificate. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be issued and paid to the record holder of the Certificate, (i) certificates representing whole shares of Parent Class A Buyer Common Stock issued in exchange therefor, without interest, (iii) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Buyer Common Stock to which such Certificate, holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable previously paid with respect to such whole shares of Parent Class A Buyer Common Stock and not paidStock, less the amount of any withholding taxes that may be required thereonwithout interest, and (iiiii) at the appropriate payment date subsequent to surrender of such Certificatedate, 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 shares of Parent Class A Buyer Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered CertificateCertificate with respect to the shares of Parent Common Stock represented thereby, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 1.7(g) until the holder shall surrender of such Certificate as provided in accordance with this Section 2.3. Article I. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificateholder is entitled pursuant to Section 1.7(g) and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificate, the amount of dividends or other distributions with a record date after the Effective Time Merger but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered CertificateCertificate with respect to the shares of Parent Common Stock represented thereby, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holderholder pursuant to Section 3.2(f), in each case until the holder shall surrender of such Certificate as provided in accordance with this Section 2.3Article III. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable escheat laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificate, holder is entitled pursuant to Section 3.2(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sterling Software Inc)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered CertificateCompany Certificate with respect to the Parent Common Stock represented thereby, and no Merger Consideration or cash payment in lieu of fractional fraction al shares shall be paid to any such holderholder pursuant to Section 2.2(e), until the holder of such Company Certificate shall surrender such Certificate as provided in this Section 2.3it. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Company Certificate, there shall be paid to the holder of the certificates Parent Certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender or promptly thereafter as is practicable, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such Certificate, holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole number of shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, 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 number of shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No ------------------------------------------------- dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive upon surrender of such Certificate, and no Merger Consideration or cash payment in lieu of any fractional shares share of Parent Common Stock shall be paid in accordance with Section 2.03(e) to any such holder, until the holder shall surrender such Certificate as provided in this Section 2.3of any unsurrendered Certificate. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the record holder of the certificates any certificate representing whole shares of Parent Class A Common Stock representing the Stock Portion of the Merger Consideration issued in exchange therefor, without interest, (i) at promptly after the time of surrender of such Certificatesurrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, cash in lieu of any fractional share of Parent Common Stock to which such holder is entitled in accordance with Section 2.03(e) and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (McNaughton Apparel Group Inc)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision None of this Agreement, the Merger Consideration and no dividend dividends or other distribution distributions declared or made after the Effective Time of the Merger with respect to any shares of the Parent Class A Common Stock having Shares with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid Certificate with respect to any such holder, the Parent Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate as provided in this Section 2.3Certificate. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates Certificates representing whole shares of the Parent Class A Common Stock Shares issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the Merger Consideration with respect to such Parent Share and the amount of dividends or other distributions, if any, with a record date after the Effective Time of the Merger theretofore paid with respect to such Certificatewhole Parent Shares, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificate, the amount of dividends or other distributions with a record date after the Effective Time Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.Shares. (e)
Appears in 1 contract
Samples: Iv 6 Agreement and Plan of Merger (Tesoro Petroleum Corp /New/)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificatecertificate with respect to the shares of Company Common Stock represented thereby, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holderholder pursuant to this Agreement, until the holder of such certificate shall surrender such Certificate as provided certificate in accordance with this Section 2.3Agreement. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at promptly, the time amount of surrender any cash payable with respect to a fractional share of Parent Common Stock to which such Certificate, holder is entitled pursuant to this Agreement and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions distributions, with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender occurring after surrender, payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kinnard Investments Inc)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate with respect to the shares of Parent Common Stock represented thereby and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.2(e) below until the holder of record of such Certificate shall surrender such Certificate as provided in this Section 2.3Certificate. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificate, holder is entitled pursuant to Section 2.2(e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable previously paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, 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 shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. Notwithstanding any No dividends or ------------------------------------------------ other provision of this Agreement, no dividend or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate, certificate for shares of Company Common Stock with respect to the shares of Parent Stock represented thereby and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.5(e) until the holder shall surrender of such Certificate as provided certificate in accordance with this Section 2.3Article 2. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such certificate, there shall be paid to the holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender the amount of any cash payable in lieu of a fractional share of Parent Stock to which such Certificateholder is entitled pursuant to Section 2.5(e) and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Parent Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificate, the amount of dividends or other distributions with a record date after the Effective Time Merger but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Berkshire Hathaway Inc /De/)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate with respect to the shares of Parent Common Stock to which such holder is entitled hereunder and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Sections 1.7 and 1.10 until the holder of record of such Certificate shall surrender such Certificate as provided in this Section 2.3Certificate. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid given to the record holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange thereforto which such holder is entitled hereunder, without interest, (i) at the time of surrender such surrender, a certificate representing the number of whole shares of Parent Common Stock and the amount of any cash to which such Certificate, holder is entitled pursuant to Sections 1.7 and 1.10 and the amount of dividends or other distributions with respect to such whole shares of Parent Common Stock with a record date after the Effective Time theretofore payable with respect and a payment date prior to their date of issuance to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonholder, and (ii) 10 at the appropriate payment date subsequent to surrender of such Certificatedate, 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 shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vanguard Cellular Systems Inc)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered CertificateCertificate with respect to the shares of Parent Common Stock represented thereby, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 4.02(e) until the holder shall surrender of such Certificate as provided in accordance with this Section 2.3Article 4. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable law and to the other provisions hereof, following surrender of any such Certificate, there shall be paid to the holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificate, holder is entitled pursuant to Section 4.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall will be paid to the holder of any unsurrendered Certificate, certificate that formerly represented Company Shares with respect to the shares of Parent Stock to be received in respect thereof and no Merger Consideration or cash payment in lieu of fractional shares shall will be paid to any such holder, holder pursuant to Section 1.8(e) until the holder shall surrender of such Certificate as provided certificate in accordance with this Section 2.3. Article I. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such certificate, there shall will be paid to the holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange thereforconnection herewith, without interest, (i) at the time of such surrender the amount of any cash payable in lieu of a fractional share of Parent Stock to which such Certificate, holder is entitled pursuant to Section 1.8(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the proportionate amount of dividends or other distributions with a record date after the Effective Time but prior to before such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate, certificate for shares of Company Common Stock with respect to the shares of Parent Stock represented thereby and no Merger Consideration or cash payment in lieu of fractional frac- tional shares shall be paid to any such holder, holder pursuant to Section 2.5(e) until the holder shall surrender of such Certificate as provided certificate in accor- dance with this Section 2.3Article 2. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such certificate, there shall be paid to the holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender the amount of any cash payable in lieu of a fractional share of Parent Stock to which such Certificateholder is entitled pursuant to Section 2.5(e) and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Parent Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificate, the amount of dividends or other distributions with a record date after the Effective Time Merger but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Flightsafety International Inc)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall will be paid to the holder of any unsurrendered Certificate, certificate that formerly represented Company Shares with respect to the shares of Parent Stock to be received in respect thereof and no Merger Consideration or cash payment in lieu of fractional shares shall will be paid to any such holder, holder pursuant to Section 1.09(e) until the holder shall surrender of such Certificate as provided certificate in accordance with this Section 2.3. Article I. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such certificate, there shall will be paid to the holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange thereforconnection herewith, without interest, (i) at the time of such surrender the amount of any cash payable in lieu of a fractional share of Parent Stock to which such Certificate, holder is entitled pursuant to Section 1.09(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the proportionate amount of dividends or other distributions with a record date after the Effective Time but prior to before such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Acquiror Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered CertificateCertificate with respect to the shares of Acquiror Common Stock represented thereby, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holderholder pursuant to Section 1.8(e), until the holder of such Certificate shall surrender such Certificate as provided in this Section 2.3Certificate. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable Laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of Parent Class A Acquiror Common Stock issued in exchange therefor, without interest, (i) at the time amount of surrender any cash payable with respect to a fractional share of Acquiror Common Stock to which such Certificate, holder is entitled pursuant to Section 1.8(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Acquiror Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions distributions, with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender occurring after surrender, payable with respect to such whole shares of Parent Class A Acquiror Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Federal Capital Corp)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate with respect to the shares of Parent Common Stock represented thereby and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 1.03(e) until the holder of record of such Certificate shall surrender such Certificate as provided in this Section 2.3Certificate. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificate, holder is entitled pursuant to Section 1.03(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, 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 shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magellan Technology Inc)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate with respect to the shares of Parent Common Stock represented thereby and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.02(e) until the holder of record of such Certificate shall surrender such Certificate as provided in this Section 2.3Certificate. Subject to the effect Following surrender of Applicable Laws (as defined in Section 3.9)any such Certificate, there shall be paid to the record holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificate, holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.. 13 8
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Acquiror Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate with respect to the shares of Acquiror Common Stock represented thereby and no Merger Consideration or A-4 10 cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.2(e) until the holder shall surrender of such Certificate as provided in accordance with this Section 2.3Article II. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates certificate representing whole shares of Parent Class A Acquiror Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Acquiror Common Stock to which such Certificate, holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Acquiror Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Acquiror Common Stock, less the amount of any withholding taxes that may be required thereon.. (d)
Appears in 1 contract
Samples: 6 Agreement and Plan of Merger (New Ralcorp Holdings Inc)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution distributions declared or made after the Effective Time with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the any holder of any unsurrendered Certificate, Certificate with respect to the shares of Parent Common Stock represented thereby and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder until the holder of record of such Certificate shall surrender such Certificate as provided in this Section 2.3Certificate. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of cash payable in lieu of a fractional share of Parent Common Stock to which such Certificate, holder is entitled and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificate, 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 shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Horizon CMS Healthcare Corp)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered CertificateCertificate with respect to the shares of Parent Stock issuable in respect thereof, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.02(e) until the holder shall surrender of such Certificate as provided in accordance with this Section 2.3Article II. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Stock to which such Certificateholder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Parent Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificate, the amount of dividends or other distributions with a record date after the Effective Time Merger but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate with respect to the shares of Parent Common Stock represented thereby and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.02(e) until the holder of record of such Certificate shall surrender such Certificate as provided in this Section 2.3Certificate. Subject to the effect Following surrender of Applicable Laws (as defined in Section 3.9)any such Certificate, there shall be paid to the record holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificate, holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Acquiror Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, Certificate with respect to the shares of Acquiror Common Stock represented thereby and no Merger Consideration or A-4 5 cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.2(e) until the holder shall surrender of such Certificate as provided in accordance with this Section 2.3Article II. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates certificate representing whole shares of Parent Class A Acquiror Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Acquiror Common Stock to which such Certificate, holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Acquiror Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Acquiror Common Stock, less the amount of any withholding taxes that may be required thereon.. (d)
Appears in 1 contract
Samples: 1 Agreement and Plan of Merger (Ralcorp Holdings Inc)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered CertificateCertificate with respect to the shares of Parent Common Stock represented thereby, and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holderholder pursuant to Section 3.2(e) hereof, until the holder shall surrender of such Certificate as provided in accordance with this Section 2.3Article III. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of surrender such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificateholder is entitled pursuant to Section 3.2(e) and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereon, and (ii) at the appropriate payment date subsequent to surrender of such Certificate, the amount of dividends or other distributions with a record date after the Effective Time Merger but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.. (d)
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Peerless Systems Corp)
Distributions with Respect to Unexchanged Shares. Notwithstanding any other provision of this Agreement, no dividend No dividends ------------------------------------------------ or other distribution declared or made after the Effective Time distributions with respect to any shares of Parent Class A Common Stock having with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, certificate for shares of Company Common Stock with respect to the shares of Parent Stock represented thereby and no Merger Consideration or cash payment in lieu of fractional shares shall be paid to any such holder, holder pursuant to Section 2.5(e) until the holder shall surrender of such Certificate as provided certificate in accordance with this Section 2.3Article 2. Subject to the effect of Applicable Laws (as defined in Section 3.9)applicable laws, following surrender of any such certificate, there shall be paid to the holder of the certificates certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender the amount of any cash payable in lieu of a fractional share of Parent Stock to which such Certificate, holder is entitled pursuant to Section 2.5(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to such whole shares of Parent Class A Common Stock and not paid, less the amount of any withholding taxes that may be required thereonStock, and (ii) at the appropriate payment date subsequent to surrender of such Certificatedate, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock, less the amount of any withholding taxes that may be required thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Berkshire Hathaway Inc /De/)
