Exchange and Payment Procedures. As soon as practicable after the Election Deadline, Parent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit a Form of Election or who did not submit a Certificate or Certificates to the Exchange Agent with such holder's properly submitted Form of Election: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IV. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock into which the Shares previously represented by such Certificate are converted in accordance with this Article IV, (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d). In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid or are not payable.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Dte Energy Co), Agreement and Plan of Merger (MCN Energy Group Inc), Agreement and Plan of Merger (Detroit Edison Co)
Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Paying Agent to mail to each record holder of Shares who did not submit a Form record as of Election or who did not submit the Effective Time of a Certificate or Certificates that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of ElectionSection 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration (as defined below) to which such holder shall be entitled therefor pursuant to this Article IVSection 2.1. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Paying Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Paying Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock (the "Parent Shares") into which the Shares shares of Company Common Stock previously represented by such Certificate are converted in accordance with this Article IVSection 2.1(c), (ii) the cash to which such holder is entitled in accordance with this Article IVSection 2.1(c), and (iii) the cash in lieu of fractional shares, if any, Parent Shares to which such holder has the right to receive pursuant to Section 4.2(f2.2(d) (the shares of Parent Common Stock and cash described in clauses (i), (ii) and (iviii) any dividends or other distributions pursuant above being referred to Section 4.2(dcollectively as the "Merger Consideration"). In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.1(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article II.
Appears in 3 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)
Exchange and Payment Procedures. As soon as practicable after the Effective Time or, if Tribune determines appropriate, together with or as part of the Election DeadlineForm, Parent Tribune shall cause the Exchange Paying Agent to mail to each record holder of record as of the Effective Time of a Company Common Certificate representing Company Common Shares who did not submit a Form of Election or who did not submit a Certificate or Certificates that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of ElectionSection 3.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Common Certificates shall pass, only upon actual delivery of the Company Common Certificates to the Exchange Paying Agent) and (ii) instructions for effecting the surrender of the Company Common Certificates and receiving the Common Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVSection 3.1. Upon surrender of a Company Common Certificate (or affidavits of loss in lieu thereof) to the Exchange Paying Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Paying Agent may require, the holder of such Company Common Certificate shall be entitled to receive in exchange therefor therefor, as soon as practicable after the Effective Time, (iA) a certificate representing that number of shares of Parent Tribune Common Stock Shares into which the Company Common Shares previously represented by such Company Common Certificate are have been converted in accordance with this Article IVSection 3.1, (iiB) the cash to which such holder is entitled in accordance with this Article IV, Section 3.1 and (iiiC) the cash in lieu of fractional shares, if any, Tribune Common Shares to which such holder has the right to receive pursuant to Section 4.2(f3.2(d) (the Tribune Common Shares and cash described in clauses (A), (B) and (ivC) any dividends or other distributions pursuant above being referred to Section 4.2(dcollectively as the "COMMON MERGER CONSIDERATION"). In the event the Common Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person Person who is not the person Person in whose name the Company Common Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Common Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Company Common Certificate is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.2, each Company Common Certificate (other than a Company Common Certificate representing Company Common Shares to be canceled in accordance with Section 3.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Common Merger Consideration contemplated by this Section 3.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Company Common Certificates pursuant to provisions of this Article III.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Stinehart William Jr), Agreement and Plan of Merger (Stinehart William Jr), Agreement and Plan of Merger (Tribune Co)
Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Paying Agent to mail to each record holder of Shares who did not submit record, as of the Effective Time, of a Form certificate representing shares of Election or who did not submit Company Common Stock (a Certificate or Certificates "Certificate") that has been converted pursuant to the Exchange Agent with such holder's properly submitted Form of ElectionSection 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon actual delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVSection 2.1(c). Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Paying Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Paying Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock into which the Shares previously represented by such Certificate are converted in accordance with this Article IV, (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d)Merger Consideration. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a certificate representing (i) shares of Company Common Stock to be cancelled in accordance with Section 2.1(b) or (ii) Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article II. In the event any Certificate has been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate upon the making of an affidavit of that fact by the holder thereof the Merger Consideration payable with respect thereto pursuant to Section 2.1(c), provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent or the Paying Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Central Maine Power Co), Agreement and Plan of Merger (Energy East Corp)
Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause Parent's transfer agent and registrar, as paying agent (the Exchange Agent "Paying Agent"), to mail to each record holder of Shares who did not submit record as of the Effective Time of a Form certificate or certificates representing the shares of Election or who did not submit a Certificate or Certificates Company Common Stock ("Company Certificates") that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of Election: Section 2.1(c): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Company Certificates to the Exchange AgentPaying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Company Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVSection 2.1. Upon surrender of a Company Certificate (or affidavits of loss in lieu thereof) for cancellation to the Exchange Paying Agent for cancellationor to such other agent or agents as may be appointed by Parent, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Paying Agent may require, the holder of such Company Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock into which the Shares previously represented by such Certificate are converted in accordance with this Article IV, (ii) the cash Merger Consideration to which such holder is entitled in accordance with this Article IVSection 2.1(c), (iii) cash in lieu and the Company Certificate so surrendered shall forthwith be canceled. If payment of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d). In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered made to any person who is not other than the person in whose name the surrendered Company Certificate is registered, it shall be a condition of payment that the Company Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other Taxes (as defined in Section 4.8) required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Company Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Company Certificate (other than a certificate representing shares of Company Common Stock to be canceled in exchange therefor is registered in accordance with Section 2.1(b)) shall be deemed at any time after the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid or are not payableprovisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Southern Union Co), Agreement and Plan of Merger (Valley Resources Inc /Ri/)
Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Paying Agent to mail to each record holder of Shares who did not submit record as of the Effective Time of a Form certificate or certificates representing shares of Election or who did not submit a Certificate or Certificates Company Common Stock (the "Certificates") that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of ElectionSection 2.01: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVSection 2.01. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Paying Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Paying Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock (the "Parent Shares") into which the Shares shares of Company Common Stock previously represented by such Certificate are converted in accordance with this Article IVSection 2.01(c), (ii) the cash to which such holder is entitled in accordance with this Article IVSection 2.01(c), and (iii) the cash in lieu of fractional shares, if any, Parent Shares to which such holder has the right to receive pursuant to Section 4.2(f2.02(d) (the shares of Parent Common Stock and cash described in clauses (i), (ii) and (iviii) any dividends or other distributions pursuant above being referred to Section 4.2(dcollectively as the "Merger Consideration"). In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate (other than a certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.01(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.02. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Northeast Utilities System), Agreement and Plan of Merger (Northeast Utilities System)
Exchange and Payment Procedures. As soon as reasonably practicable after the Election DeadlinePublic Company Merger Effective Time, Parent the Paying Agent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit a Form record of Election or who did not submit a Certificate or Certificates to the Exchange Agent with such holder's properly submitted Form of Election: (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon actual proper delivery of the Certificates to the Exchange AgentPaying Agent and shall be in customary form and have such other provisions as the parties may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and receiving in exchange for the Public Company Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVConsideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Exchange Paying Agent for cancellationor to such other agent or agents as may be appointed by the Surviving Corporation, together with a duly executed such letter of transmittal or Form of Electiontransmittal, as the case may beduly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent may requirePaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number the Public Company Merger Consideration in respect of the shares of Parent Common Stock into which the Shares previously formerly represented by such Certificate are converted in accordance with this Article IV, (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) 1.6(c), and (iv) any dividends or other distributions pursuant to Section 4.2(d)the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Common Stock that is not registered in the share transfer books of Genco Holdings, the Public Company Merger Consideration may be paid and cash delivered in lieu of fractional shares, if any, which such holder has the right exchange therefor to receive pursuant to Section 4.2(f), and any dividend or a person other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not than the person in whose name the Certificate so surrendered in exchange therefor is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such Public Company Merger Consideration shall pay any transfer records or other Taxes required by reason of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) may be delivered payment to a transferee if person other than the registered holder of such Certificate is presented or establish to the Exchange Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have Tax has been paid or are is not payableapplicable. No interest shall be paid or shall accrue on the Public Company Merger Consideration payable upon surrender of any Certificate.
Appears in 2 contracts
Samples: Transaction Agreement (Texas Genco Inc.), Transaction Agreement (Centerpoint Energy Inc)
Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Paying Agent to mail to each record holder of Shares who did not submit a Form record as of Election or who did not submit the Effective Time of a Certificate or Certificates that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of ElectionSection 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration (as defined below) to which such holder shall be entitled therefor pursuant to this Article IVSection 2.1. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Paying Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Paying Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock (the "PARENT SHARES") into which the Shares shares of Company Common Stock previously represented by such Certificate are converted in accordance with this Article IVSection 2.1(c), (ii) the cash to which such holder is entitled in accordance with this Article IVSection 2.1(c), and (iii) the cash in lieu of fractional shares, if any, Parent Shares to which such holder has the right to receive pursuant to Section 4.2(f2.2(d) (the shares of Parent Common Stock and cash described in clauses (i), (ii) and (iviii) any dividends or other distributions pursuant above being referred to Section 4.2(dcollectively as the "MERGER CONSIDERATION"). In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.1(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy East Corp), Agreement and Plan of Merger (RGS Energy Group Inc)
Exchange and Payment Procedures. (a) As soon as reasonably practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Agent to shall mail to each record holder of Shares who did not submit a Form record of Election or who did not submit a Certificate or Certificates that were converted into the right to the Exchange Agent with such holder's properly submitted Form receive shares of Election: Parent Common Stock and/or cash pursuant to Section 1.7(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual proper delivery of the Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVin exchange for shares of Parent Common Stock and/or cash. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent for cancellation, together with a such letter of transmittal, duly executed letter of transmittal or Form of Election, as and completed in accordance with the case may beinstructions thereto, and such other documents as may reasonably be required by the Exchange Agent may requireAgent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of whole shares of Parent Common Stock into which the Shares previously represented by such Certificate are converted in accordance with this Article IV, (ii) the and/or cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) the provisions of Article I and (iv) any dividends or other distributions pursuant to Section 4.2(d)this Article II and the Certificate so surrendered shall forthwith be cancelled. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who a transfer of ownership of Company Common Stock that is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, a certificate representing the Merger Consideration, and proper number of shares of Parent Common Stock and/or cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) may be delivered issued to a transferee Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid or are not payablepaid. Until surrendered as contemplated by this Article II, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the certificate representing shares of Parent Common Stock and/or cash as contemplated by this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vanguard Cellular Systems Inc), Agreement and Plan of Merger (At&t Corp)
Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause Parent's transfer agent and registrar as paying agent (the Exchange Agent "Paying Agent") to mail to each record holder of record of a certificate or certificates representing Company Common Shares who did not submit a Form of Election or who did not submit a Certificate or Certificates (the "Certificates") that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of ElectionSection 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Parent's Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVConsideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Paying Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Paying Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock into which the Company Common Shares previously represented by such Certificate are converted in accordance with this Article IV, Section 2.1(b) and (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, shares of Parent Common Stock to which such holder has the right to receive pursuant to Section 4.2(f2.2(d) (the shares of Parent Common Stock and cash described in clauses (i) and (ivii) any dividends or other distributions pursuant above being referred to Section 4.2(dcollectively as the "Merger Consideration"). In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person Person who is not the person Person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a certificate representing Company Common Shares to be canceled in accordance with Section 2.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co), Agreement and Plan of Merger (Robinson Nugent Inc)
Exchange and Payment Procedures. As soon as reasonably practicable (but not more than 15 days) after the Election Deadline, Parent shall cause the Exchange Agent to mail to each record holder of record of a Company Common Certificate representing Company Common Shares who did not submit make a Form of valid Election or who did not submit a Certificate or Certificates pursuant to the Exchange Agent with such holder's properly submitted Form of ElectionSECTION 3.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Common Certificates shall pass, only upon actual delivery of the Company Common Certificates to the Exchange Agent) and (ii) instructions for effecting the surrender of the Company Common Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVSECTION 3.1. Upon surrender of a Company Common Certificate (or affidavits of loss in lieu thereof) to the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may reasonably require, the holder of such Company Common Certificate shall be entitled to receive in exchange therefor (iA) a certificate representing that number of shares of whole Parent Common Stock Shares into which the Company Common Shares previously represented by such Company Common Certificate are have been converted in accordance with this Article IV, SECTION 3.1(C)(II) or 3.1(C)(III)(A) or (iiB) the cash to which such holder is entitled in accordance with this Article IV, SECTION 3.1(C)(I) and (iiiC) the cash in lieu of fractional shares, if any, Parent Common Shares to which such holder has the right to receive pursuant to Section 4.2(f) SECTION 3.2(D), and (iv) any dividends or other distributions pursuant to Section 4.2(d)the Company Common Certificate so surrendered shall be canceled. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not Person other than the person Person in whose name the Company Common Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Company Common Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this SECTION 3.2(B), each Company Common Certificate (other than a Company Common Certificate representing Company Common Shares to be canceled in accordance with SECTION 3.1(B) or Dissenting Shares) shall, at and after the Effective Time, be deemed to represent only the right to receive, upon such surrender, the Merger Consideration contemplated by this SECTION 3.2(B). No interest will be paid or are not payablewill accrue on any cash payable to holders of Company Common Certificates pursuant to the provisions of this ARTICLE III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Delta Beverage Group Inc), Agreement and Plan of Merger (Whitman Corp/New/)
Exchange and Payment Procedures. (a) As soon as reasonably practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Agent to shall mail to each record holder of Shares who did not submit a Form record of Election or who did not submit a Certificate or Certificates that were converted into the right to the Exchange Agent with such holder's properly submitted Form receive shares of Election: Parent Common Stock and/or cash pursuant to Section 1.7(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual proper delivery of the Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVin exchange for shares of Parent Common Stock and/or cash. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent for cancellation, together with a such letter of transmittal, duly executed letter of transmittal or Form of Election, as and completed in accordance with the case may beinstructions thereto, and such other documents as may reasonably be required by the Exchange Agent may requireAgent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of whole shares of Parent Common Stock into which the Shares previously represented by such Certificate are converted in accordance with this Article IV, (ii) the and/or cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) the provisions of Article I and (iv) any dividends or other distributions pursuant to Section 4.2(d)this Article II and the Certificate so surrendered shall forthwith be canceled. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who a transfer of ownership of Company Common Stock that is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, a certificate representing the Merger Consideration, and proper number of shares of Parent Common Stock and/or cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) may be delivered issued to a transferee Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid or are not payablepaid. Until surrendered as contemplated by this Article II, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the certificate representing shares of Parent Common Stock and/or cash as contemplated by this Article II.
Appears in 2 contracts
Samples: Amended and Restated Agreement and Plan of Merger (At&t Corp), Amended and Restated Agreement and Plan of Merger (Vanguard Cellular Systems Inc)
Exchange and Payment Procedures. As soon as reasonably practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Agent to shall mail to each record holder of Shares who did not submit a Form record of Election or who did not submit a Certificate or Certificates that were converted into the right to the Exchange Agent with such holder's properly submitted Form receive shares of Election: Parent Common Stock and cash pursuant to Sections 1.6(b) and 1.9, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual proper delivery of the Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for shares of Parent Common Stock and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVcash. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent for cancellation, together with a such letter of transmittal, duly executed letter of transmittal or Form of Election, as and completed in accordance with the case may beinstructions thereto, and such other documents as may reasonably be required by the Exchange Agent may requireAgent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of whole shares of Parent Common Stock into which the Shares previously represented by such Certificate are converted in accordance with this Article IV, (ii) the and cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) the provisions of Article I and (iv) any dividends or other distributions pursuant to Section 4.2(d)this Article II and the Certificate so surrendered shall forthwith be canceled. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who a transfer of ownership of Company Common Stock that is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, a certificate representing the Merger Considerationproper number of shares of Parent Common Stock may be issued, and cash in lieu of fractional shares which such holder has the right to receive cash, if any, pursuant to Section 4.2(f), Sections 1.6(b) and any dividends or other distributions pursuant to Section 4.2(d) 1.9 may be delivered paid, to a transferee person other than the person in whose name the Certificate so surrendered is registered if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid or are not payable.paid. Until surrendered as contemplated by this Article II, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the certificate representing shares of Parent Common Stock and cash as contemplated by Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oec Compression Corp), Agreement and Plan of Merger (Hanover Compressor Co /)
Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time but in no event later than two (2) Business Days after the Effective Time, Parent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit record of a Form of Election certificate or who did not submit certificates (each, a Certificate or Certificates “Certificate” and collectively, the “Certificates”) that immediately prior to the Exchange Agent with such holder's properly submitted Form Effective Time represented issued and outstanding shares of Election: Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(b): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates and receiving the Merger Consideration to in exchange for Parent Common Stock (which such holder shall be entitled therefor pursuant to this Article IVin uncertificated book-entry form unless a physical certificate is requested) and any cash payable in lieu of fractional shares of Parent Common Stock. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) the Certificates to the Exchange Agent for cancellationAgent, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as may reasonably be required by the Exchange Agent may requireAgent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor (i) a book-entry account statement reflecting ownership of (or, if requested, a stock certificate representing representing) that number of whole shares of Parent Common Stock into which the Shares shares of Company Common Stock previously represented by such Certificate Certificates are converted in accordance with this Article IVSection 3.1(b), and (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, shares of Parent Common Stock which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d3.2(d). In the event that the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.2, each Certificate (other than a Certificate representing shares of Company Common Stock to be cancelled in accordance with Section 3.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration contemplated by Sections 3.1 and 3.2. The Merger Consideration will be delivered to each former stockholder of the Company by the Exchange Agent as promptly as practicable following surrender of a Certificate and a duly executed letter of transmittal. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article III.
Appears in 1 contract
Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit record of a Form of Election certificate or who did not submit a Certificate or Certificates certificates (collectively, the “Certificates”) that immediately prior to the Exchange Agent with such holder's properly submitted Form Effective Time represented issued and outstanding shares of Election: Company Common Stock or Company Preferred Stock (collectively, “Company Securities”) whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 3.1(b): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates shall pass, only upon actual delivery of the Certificates certificates to the Exchange AgentAgent (and which shall be in such form as is reasonably satisfactory to the Company) and (ii) instructions for use in effecting the surrender of the Certificates and receiving the Merger Consideration to in exchange for Parent Common Stock (which such holder shall be entitled therefor pursuant to this Article IV. Upon surrender of in uncertificated book-entry form unless a Certificate (or affidavits of loss physical certificate is requested) and any cash in lieu thereof) to of fractional shares of Parent Common Stock. Following the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may requireMerger, the holder former holders of such Certificate Company Securities shall be entitled to receive in exchange therefor (i) a book-entry statement reflecting ownership of (or, if requested, a certificate representing representing) that number of whole shares of Parent Common Stock (after taking into account all shares of Company Common Stock and Company Preferred Stock then held by such holder) into which the Shares shares of Company Common Stock or Company Preferred Stock previously represented by such Certificate Certificates are converted in accordance with this Article IVSection 3.1(b), and (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, shares of Parent Common Stock which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d3.2(d). In the event that the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.2, each Certificate (other than a certificate representing shares of Company Common Stock or Company Preferred Stock to be cancelled in accordance with Section 3.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration contemplated by this Section 3.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article III.
Appears in 1 contract
Exchange and Payment Procedures. As soon as reasonably practicable ------------------------------- after the Election DeadlineEffective Time, Parent the Paying Agent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit a Form record of Election or who did not submit a Certificate or Certificates to the Exchange Agent with such holder's properly submitted Form of Election: (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon actual proper delivery of the Certificates to the Exchange AgentPaying Agent and shall be in customary form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and receiving in exchange for the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVConsideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Exchange Paying Agent for cancellationor to such other agent or agents as may be appointed by the Surviving Corporation, together with a duly executed such letter of transmittal or Form of Electiontransmittal, as the case may beduly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent may requirePaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number the amount of cash payable in respect of the shares of Parent Common Stock into which the Shares previously formerly represented by such Certificate are converted in accordance with this Article IV, (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) 2.01(c), and (iv) any dividends or other distributions pursuant to Section 4.2(d)the Certificate so surrendered shall forthwith be canceled. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who a transfer of ownership of Company Common Stock that is not registered in the share transfer books of the Company, the proper amount of cash may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered in exchange therefor is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer records or other Taxes required by reason of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) may be delivered payment to a transferee if person other than the registered holder of such Certificate is presented or establish to the Exchange Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have Tax has been paid or are is not payableapplicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tucson Electric Power Co)
Exchange and Payment Procedures. As soon as practicable Within two (2) Business Days after the Election DeadlineEffective Time, Parent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit record as of the Effective Time of a Form certificate or certificates representing shares of Election or who did not submit Company Common Stock (each, a Certificate or Certificates “Certificate”) that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of Election: Section 2.1(c): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon actual delivery of the Certificates to the Exchange Agent) ), and (ii) instructions for effecting the surrender of the Certificates Certificate and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVtherefor. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor therefor: (i) the issuance of either (X) a physical certificate representing that number of shares of Parent Eversource Common Stock Shares into which the Shares shares of Company Common Stock previously represented by such Certificate are converted in accordance with this Article IVSection 2.1(c) (which physical certificate will require the payment of a fee to the Exchange Agent by the holder of Company Common Stock), or (Y) a Direct Registration System (“DRS”) statement in the event that Book- Entry Shares will be issued; and (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, Eversource Common Shares to which such holder has the right to receive pursuant to Section 4.2(f2.2(d) (the shares of Eversource Common Shares and cash described in clauses (i) and (ivii) above being referred to collectively as the “Merger Consideration”). Each Certificate for Company Common Stock so surrendered shall be cancelled. If any dividends Certificate shall have been lost, stolen, or other distributions pursuant destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to Section 4.2(d)the issuance of any certificate or book entry representing shares of Eversource Common Shares, require the owner of such lost, stolen, or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Certificate. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person Person who is not the person Person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.1(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to Section 2.2(d).
Appears in 1 contract
Samples: Agreement and Plan of Merger
Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent CWS shall cause the Exchange Agent to mail to each record holder of Shares who did not submit record as of the Effective Time of a Form certificate or certificates representing shares of Election or who did not submit Company Common Stock (each, a Certificate or Certificates “Certificate”) that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of Election: Section 2.1(c): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon actual delivery of the Certificates to the Exchange Agent) ), and (ii) instructions for effecting the surrender of the Certificates Certificate and receiving the Merger Consideration (as defined below) to which such holder shall be entitled therefor pursuant to this Article IVtherefor. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent CWS Common Stock into which the Shares shares of Company Common Stock previously represented by such Certificate are converted in accordance with this Article IVSection 2.1(c) (or make appropriate alternative arrangements if Book Entry Shares will be issued), and (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, CWS Shares to which such holder has the right to receive pursuant to Section 4.2(f2.2(d) (the shares of CWS Common Stock and cash described in clauses (i) and (ivii) above being referred to collectively as the “Merger Consideration”). Each Certificate for Company Common Stock so surrendered shall be cancelled. If any dividends Certificate shall have been lost, stolen, or other distributions pursuant destroyed, CWS or the Exchange Agent may, in its discretion and as a condition precedent to Section 4.2(d)the issuance of any certificate or book entry representing Shares CWS Common Stock, require the owner of such lost, stolen, or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CWS or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, CWS or the Surviving Corporation with respect to such Certificate. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person Person who is not the person Person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.1(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to Section 2.2(d) hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Connecticut Water Service Inc / Ct)
Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, and in any event not later than the third (3rd) business day following the Closing Date, Parent and the Surviving Corporation shall cause the Exchange Paying Agent to mail (and to make available for collection by hand) to each record holder of Shares who did not submit a Form record of Election or who did not submit a Certificate or Certificates to the Exchange Agent with such holder's properly submitted Form of Election: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon actual proper delivery of the Certificates (or affidavits of loss together with any required bond or indemnity in lieu thereof) to the Exchange Paying Agent, shall be in customary form and substance reasonably acceptable to Parent and the Paying Agent, subject to the Company’s approval (not to be unreasonably conditioned, withheld or delayed), and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates and receiving in exchange for the Merger Consideration to into which such holder shares of Company Common Stock previously represented by such Certificates shall be entitled therefor have been converted pursuant to this Article IVAgreement. Upon surrender of a Certificate (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto (or, if such shares of Company Common Stock are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares on a book-entry account statement), and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate (or effective affidavit of loss in lieu thereof) to the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may require, the holder of such Certificate shall be entitled to receive from the Payment Fund in exchange therefor an amount in cash equal to the product of (i) a certificate representing that the number of shares of Parent Company Common Stock into which the Shares previously formerly represented by such holder’s properly surrendered Certificate are converted (or effective affidavit of loss in accordance with this Article IV, lieu thereof) and (ii) the cash to which such holder is entitled in accordance with this Article IVMerger Consideration (less any applicable withholding Taxes), (iii) cash in lieu of fractional shares, if any, which such holder has and the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d)Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the share transfer books of the Company, the proper portion of the Merger Consideration and cash may be paid in lieu of fractional shares, if any, which such holder has the right exchange therefor to receive pursuant to Section 4.2(f), and any dividend or a person other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not than the person in whose name the Certificate so surrendered in exchange therefor is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer records and other applicable Taxes required by reason of the Company, payment of the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) may be delivered Consideration to a transferee if person other than the registered holder of such Certificate is presented or establish to the Exchange Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have Tax has been paid or are is not payableapplicable. No interest shall be paid or shall accrue on any amount payable upon due surrender of any Certificate (or any effective affidavit of loss in lieu thereof).
Appears in 1 contract
Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit record of a Form of Election certificate or who did not submit a Certificate or Certificates certificates (collectively, the "CERTIFICATES") that immediately prior to the Exchange Agent with such holder's properly submitted Form Effective Time represented issued and outstanding shares of Election: Company Common Stock or Company Preferred Stock (collectively, "COMPANY SECURITIES") whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 3.1(b): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates shall pass, only upon actual delivery of the Certificates certificates to the Exchange AgentAgent (and which shall be in such form as is reasonably satisfactory to the Company) and (ii) instructions for use in effecting the surrender of the Certificates and receiving the Merger Consideration to in exchange for Parent Common Stock (which such holder shall be entitled therefor pursuant to this Article IV. Upon surrender of in uncertificated book-entry form unless a Certificate (or affidavits of loss physical certificate is requested) and any cash in lieu thereof) to of fractional shares of Parent Common Stock. Following the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may requireMerger, the holder former holders of such Certificate Company Securities shall be entitled to receive in exchange therefor (i) a book-entry statement reflecting ownership of (or, if requested, a certificate representing representing) that number of whole shares of Parent Common Stock (after taking into account all shares of Company Common Stock and Company Preferred Stock then held by such holder) into which the Shares shares of Company Common Stock or Company Preferred Stock previously represented by such Certificate Certificates are converted in accordance with this Article IVSection 3.1(b), and (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, shares of Parent Common Stock which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d3.2(d). In the event that the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.2, each Certificate (other than a certificate representing shares of Company Common Stock or Company Preferred Stock to be cancelled in accordance with Section 3.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration contemplated by this Section 3.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article III.
Appears in 1 contract
Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent CWS shall cause the Exchange Agent to mail to each record holder of Shares who did not submit record as of the Effective Time of a Form certificate or certificates representing shares of Election or who did not submit Company Common Stock (each, a Certificate or Certificates “Certificate”) that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of Election: Section 2.1(c): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon actual delivery of the Certificates to the Exchange Agent) ), and (ii) instructions for effecting the surrender of the Certificates Certificate and receiving the Merger Consideration (as defined below) to which such holder shall be entitled therefor pursuant to this Article IVtherefor. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor therefor: (i) the issuance of either (X) a physical certificate representing that number of shares of Parent CWS Common Stock into which the Shares shares of Company Common Stock previously represented by such Certificate are converted in accordance with this Article IVSection 2.1(c) hereof (which physical certificate will require the payment of a fee to the Exchange Agent by the holder of Company Common Stock), or (Y) a Direct Registration System (“DRS”) statement in the event that Book Entry Shares will be issued; and (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, CWS Shares to which such holder has the right to receive pursuant to Section 4.2(f2.2(d) hereof (the shares of CWS Common Stock and cash described in clauses (i) and (ivii) above being referred to collectively as the “Merger Consideration”). Each Certificate for Company Common Stock so surrendered shall be cancelled. If any dividends Certificate shall have been lost, stolen, or other distributions pursuant destroyed, CWS or the Exchange Agent may, in its discretion and as a condition precedent to Section 4.2(d)the issuance of any certificate or book entry representing shares of CWS Common Stock, require the owner of such lost, stolen, or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CWS or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, CWS or the Surviving Corporation with respect to such Certificate. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person Person who is not the person Person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.1(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to Section 2.2(d) hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Connecticut Water Service Inc / Ct)
Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit record of a Form of Election certificate or who did not submit a Certificate or Certificates certificates (collectively, the "Certificates") that immediately prior to the Exchange Agent with such holder's properly submitted Form Effective Time represented issued and outstanding shares of Election: Company Common Stock or Company Preferred Stock (collectively, "Company Securities") whose shares were converted into the right to receive the applicable Preferred Merger Consideration or Common Merger Consideration pursuant to Section 3.1(b): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates shall pass, only upon actual delivery of the Certificates certificates to the Exchange Agent) Agent (and which shall be in such form as is reasonably satisfactory to the Company); and (ii) instructions for use in effecting the surrender of the Certificates and receiving the in exchange for Preferred Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IV. Upon surrender of a Certificate (or affidavits of loss Common Merger Consideration, as applicable, and any cash in lieu thereofof fractional shares of Parent Common Stock. Following the Merger, (i) to the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may require, the each former holder of such Certificate Company Common Stock shall be entitled to receive in exchange therefor receive: (ia) a book-entry statement reflecting ownership of (or, if requested, a certificate representing representing) that number of whole shares of Parent Common Stock into which the Shares previously represented shares of Company Common Stock held by such Certificate are holder (after taking into account all shares of Company Common Stock then held by such holder) were converted in accordance with this Article IV, Section 3.1(b); and (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, shares of Parent Common Stock which such holder has the right to receive pursuant to Section 4.2(f) 3.3(d); and (ivii) any dividends or other distributions each former holder of Company Preferred Stock shall be entitled to receive: (a) a book-entry statement reflecting ownership of (or, if requested, a certificate representing) that number of whole shares of Parent Common Stock into which the shares of Company Preferred Stock held by such holder (after taking into account all shares of Company Preferred Stock then held by such holder) were converted in accordance with Section 3.1(b); (ii) cash and Warrants as determined pursuant to Section 4.2(d3.1(b)(ii). In the event the Merger Consideration ; and (iii) cash in lieu of fractional shares, if any, shares of Parent Common Stock which such holder has the right to receive pursuant to Section 4.2(f3.3(d), and any dividend or other distributions pursuant to Section 4.2(d), . In the event that the Merger Consideration is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.3, each Certificate (other than a certificate representing shares of Company Common Stock or Company Preferred Stock (i) to be cancelled in accordance with Section 3.1(a), or (ii) with respect to which appraisal rights have been exercised pursuant to Section 3.1(e)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration contemplated by this Section 3.3. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article III.
Appears in 1 contract
Exchange and Payment Procedures. As soon as practicable after the Election Deadline------------------------------- Effective Time, Parent shall cause the Exchange Paying Agent to mail to each record holder of Shares who did not submit record as of the Effective Time of a Form certificate or certificates representing shares of Election or who did not submit a Certificate or Certificates Company Common Stock (the "Certificates") that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of ElectionSection 2.01: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVSection 2.01. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Paying Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Paying Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock (the "Parent Shares") into which the Shares shares of Company Common Stock previously represented by such Certificate are converted in accordance with this Article IVSection 2.01(c), (ii) the cash to which such holder is entitled in accordance with this Article IVSection 2.01(c), and (iii) the cash in lieu of fractional shares, if any, Parent Shares to which such holder has the right to receive pursuant to Section 4.2(f2.02(d) (the shares of Parent Common Stock and cash described in clauses (i), (ii) and (iviii) any dividends or other distributions pursuant above being referred to Section 4.2(dcollectively as the "Merger Consideration"). In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate (other than a certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.01(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.02. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Yankee Energy System Inc)
Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time but in no event later than two (2) Business Days after the Effective Time, Parent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit record of a Form of Election certificate or who did not submit certificates (each, a Certificate or Certificates "CERTIFICATE" and collectively, the "CERTIFICATES") that immediately prior to the Exchange Agent with such holder's properly submitted Form Effective Time represented issued and outstanding shares of Election: Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(b): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates and receiving the Merger Consideration to in exchange for Parent Common Stock (which such holder shall be entitled therefor pursuant to this Article IVin uncertificated book-entry form unless a physical certificate is requested) and any cash payable in lieu of fractional shares of Parent Common Stock. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) the Certificates to the Exchange Agent for cancellationAgent, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as may reasonably be required by the Exchange Agent may requireAgent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor (i) a book-entry account statement reflecting ownership of (or, if requested, a stock certificate representing representing) that number of whole shares of Parent Common Stock into which the Shares shares of Company Common Stock previously represented by such Certificate Certificates are converted in accordance with this Article IVSection 3.1(b), and (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, shares of Parent Common Stock which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d3.2(d). In the event that the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.2, each Certificate (other than a Certificate representing shares of Company Common Stock to be cancelled in accordance with Section 3.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration contemplated by Sections 3.1 and 3.2. The Merger Consideration will be delivered to each former stockholder of the Company by the Exchange Agent as promptly as practicable following surrender of a Certificate and a duly executed letter of transmittal. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article III.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Iac/Interactivecorp)
