Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Verisign Inc/Ca), Voting Agreement (Broadbase Software Inc)
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to deposit with the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange FundEXCHANGE FUND") issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Eclipsys Corp), Agreement and Plan of Merger (Eclipsys Corp), Agreement and Plan of Merger (Neoforma Com Inc)
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to the Exchange Agent Agent, for exchange in accordance with this Article I, an "EXCHANGE FUND" consisting of the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 1.6 1.09(a) in exchange for outstanding shares of Company Common Stock, and cash in an amount estimated to be sufficient for payment in lieu of fractional shares pursuant to Section 1.09(f) and any dividends or other distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.10(d).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Sybase Inc)
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to deposit with the Exchange Agent for exchange in accordance with this Article I2, the shares of Parent Common Stock (such shares of Parent Common Stock, together with and cash in lieu of fractional shares and (together with any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange FundEXCHANGE FUND") issuable pursuant to Section 1.6 2.4 in exchange for outstanding shares of Company Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan (Viisage Technology Inc), Agreement and Plan of Reorganization (Lau Acquisition Corp)
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to the Exchange Agent for exchange in accordance with this Article III, the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 1.6 2.6 in exchange for outstanding shares of Company Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vignette Corp), Agreement and Plan of Merger (Ondisplay Inc)
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock and cash (such shares of Parent Common StockStock and cash, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "“Exchange Fund"”) issuable pursuant to Section 1.6 and Section 1.7(e) in exchange for outstanding shares of Company Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imanage Inc), Agreement and Plan of Merger (Interwoven Inc)
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to deposit with the Exchange Agent for exchange in accordance with this Article I2, the shares of Parent Common Stock (such shares of Parent Common Stock, together with and cash in lieu of fractional shares and (together with any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund"“EXCHANGE FUND”) issuable pursuant to Section 1.6 2.4 in exchange for outstanding shares of Company Common Stock.
Appears in 1 contract
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to the Exchange Agent for exchange in accordance with this Article I1, the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "“Exchange Fund"”) issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Primus Knowledge Solutions Inc)
Exchange Fund. Promptly after the Effective Time, Parent shall make ------------- make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock.
Appears in 1 contract
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to the Exchange Agent for exchange in accordance with this Article I2, the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 1.6 2.06 in exchange for outstanding shares of Company Common Stock.
Appears in 1 contract
Exchange Fund. Promptly after At the Effective Time, Parent shall ------------- make available deliver to the Exchange Agent for exchange in accordance with this Article III, the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 1.6 2.01(d) and Section 2.02(e) in exchange for outstanding shares of Company Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Proxymed Inc /Ft Lauderdale/)
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock (such shares of Parent Common Stock, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Network Solutions Inc /De/)
Exchange Fund. Promptly after the Effective Time, Parent shall ------------- make available to the Exchange Agent for exchange in accordance with this Article I, the shares of Parent Common Stock and cash (such shares of Parent Common StockStock and cash, together with cash in lieu of fractional shares and any dividends or distributions with respect thereto, are hereinafter referred to as the "“Exchange Fund"”) issuable pursuant to Section 1.6 1.5 and Section 1.6(e) in exchange for outstanding Company Debt and outstanding shares of Company Series F Stock and Company Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tangram Enterprise Solutions Inc)
