Common use of Distributions with Respect to Unsurrendered Certificates Clause in Contracts

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time of the First Merger with respect to Acquiror Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate with respect to the shares of Acquiror Common Stock represented thereby until the holder of record of such Company Certificate shall surrender such Company Certificate as provided in this Section 2.9. Following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Acquiror Common Stock issued in exchange therefor, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Acquiror Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Acquiror Common Stock.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Opsware Inc), Agreement and Plan of Reorganization (Opsware Inc), Agreement and Plan of Reorganization (Magma Design Automation Inc)

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Distributions with Respect to Unsurrendered Certificates. No -------------------------------------------------------- dividends or other distributions declared or made after the Effective Time of the First Merger with respect to Acquiror Newco Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate for VERITAS Common Stock with respect to the any shares of Acquiror Newco Common Stock represented thereby thereby, until the holder of record of such Company Certificate shall surrender such Company Certificate as provided in this Section 2.9or affidavit of lost certificate. Following Subject to the effect of applicable laws, following surrender of any such Company Certificate, there shall be paid to the record holder of the certificates representing whole shares of Acquiror Newco Common Stock issued in exchange therefor, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Acquiror Newco Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Acquiror Newco Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Seagate Software Inc), Agreement and Plan of Reorganization (Seagate Technology Inc)

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time of the First Merger with respect to Acquiror ADSX Common Stock Shares or ADSX Common Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate with respect certificate which immediately prior to the shares of Acquiror Effective Time represented outstanding Common Stock represented thereby Shares that were exchanged pursuant to section 2.2, unless and until the holder of record of such Company Certificate certificate shall surrender such Company Certificate as provided certificate in this Section 2.9accordance with section 4.1. Following surrender of any such Company CertificateSubject to applicable law, there shall be paid to the record holder of the certificates representing whole shares of Acquiror Common Stock issued in exchange thereforShares, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Acquiror ADSX Common StockShare or ADSX Common Share, as the case may be, and (ii) at on the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Acquiror ADSX Common StockShare or ADSX Common Share, as the case may be.

Appears in 2 contracts

Samples: Acquisition Agreement (Applied Digital Solutions Inc), Acquisition Agreement (VeriChip CORP)

Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time of the First Merger with respect to Acquiror shares of Parent Common Stock with a record date after the Effective Time shall will be paid to the holder of any unsurrendered Company Certificate with respect certificate which immediately prior to the shares of Acquiror Effective Time represented outstanding Common Stock represented thereby Shares that were exchanged pursuant to Section 2.2(f), unless and until the holder of record of such Company Certificate shall certificate will surrender such Company Certificate as provided certificate in this accordance with Section 2.90. Following Subject to applicable law, at the time of such surrender of any such Company Certificatecertificate, there shall will be paid to the record holder of the certificates representing whole shares of Acquiror Common Stock issued in exchange thereforShares, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Acquiror Parent Common Stock, Stock that the holder is entitled to receive and (iiiii) at on the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Acquiror Parent Common StockStock that the holder is entitled to receive.

Appears in 1 contract

Samples: Arrangement Agreement (Schmitt Industries Inc)

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Distributions with Respect to Unsurrendered Certificates. No dividends or other distributions declared or made after the Effective Time of the First Merger with respect to Acquiror Buyer Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate Securities with respect to the shares of Acquiror Buyer Common Stock represented thereby thereby, until the holder of record of such Company Certificate shall surrender such Company Certificate as provided in this Section 2.9Securities. Following Subject to the effect of applicable laws, following surrender of any such Company CertificateSecurities, there shall be paid to the record holder of the certificates representing whole shares of Acquiror Buyer Common Stock issued in exchange therefor, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Acquiror Buyer Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Acquiror Buyer Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Neuro-Hitech Pharmaceuticals Inc)

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