Exchange of Certificates. (a) From time to time following the Effective Time, as required by subsections (b) and (c) below, Parent shall deliver to its transfer agent, or a depository or trust institution of recognized standing selected by Parent and Acquisition (the "Exchange Agent") for the benefit of the holders of Shares for exchange in accordance with this Article I: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Section 1.8, and (ii) cash to be paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the "Exchange Fund"), in exchange for outstanding Shares.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Quickturn Design Systems Inc), Agreement and Plan of Merger (Quickturn Design Systems Inc), Agreement and Plan of Merger (Cadence Design Systems Inc)
Exchange of Certificates. (a) From time Prior to time following the Effective Time, as required by subsections (b) and (c) below, Parent shall deliver to its transfer agent, or a depository or trust institution of recognized standing selected by Parent and Acquisition and reasonably satisfactory to the Company (the "Exchange AgentEXCHANGE AGENT") for the benefit of the holders of Shares for exchange in accordance with this Article I1: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Section 1.8, and (ii) cash to be paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the "Exchange FundEXCHANGE FUND"), in exchange for outstanding Shares.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rawlings Sporting Goods Co Inc), Agreement and Plan of Merger (Cadence Design Systems Inc), Agreement and Plan of Merger (Simplex Solutions Inc)
Exchange of Certificates. (a) From time to time following the Effective Time, as required by subsections (b) and (c) below, Parent shall deliver to its transfer agent, or a depository or trust institution of recognized standing selected by Parent and Acquisition (the "Exchange Agent") for the benefit of the holders of Shares for exchange in accordance with this Article I1: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Section 1.8, ; and (ii) cash to be paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the "Exchange Fund"), in exchange for outstanding Shares.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Calico Commerce Inc/), Agreement and Plan of Merger (Connectinc Com Co), Agreement and Plan of Merger (Peoplesoft Inc)
Exchange of Certificates. (a) From time Prior to time following the Effective Time, as required by subsections (b) and (c) below, Parent shall deliver to its transfer agent, or a depository or trust institution of recognized standing selected by Parent and Acquisition and reasonably satisfactory to the Company (the "“Exchange Agent"”) for the benefit of the holders of Shares for exchange in accordance with this Article I2: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Section 1.8, 2.8 and (ii) cash to be paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the "“Exchange Fund"”), in exchange for outstanding Shares.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (K2 Inc), Agreement and Plan of Merger and Reorganization (K2 Inc), Agreement and Plan of Merger and Reorganization (K2 Inc)
Exchange of Certificates. (a) From time to time Promptly following the Effective Time, as required by subsections (b) and (c) below, Parent shall deliver to its transfer agent, or a depository or trust institution of recognized standing selected by Parent and Acquisition reasonably satisfactory to the Company (the "Exchange Agent") for the benefit of the holders of Shares for exchange in accordance with this Article I1: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Section 1.8, 1.8 and (ii) cash to be paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the "Exchange Fund"), in exchange for outstanding Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hall Kinion & Associates Inc), Agreement and Plan of Merger (Kforce Inc)
Exchange of Certificates. (a) From time Prior to time following the Effective Time, as required by subsections (b) and (c) below, Parent shall deliver to its transfer agent, or a depository or trust institution of recognized standing selected by Parent and Acquisition and reasonably satisfactory to the Company (the "“Exchange Agent"”) for the benefit of the holders of Shares for exchange in accordance with this Article I2: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Section 1.8, 2.8 hereof and (ii) cash to be paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the "“Exchange Fund"”), in exchange for outstanding Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Valueclick Inc/Ca), Agreement and Plan of Merger and Reorganization (Fastclick Inc)
Exchange of Certificates. (a) From time Prior to time following the Effective Time, as required by subsections (b) and (c) below, Parent shall deliver to its transfer agent, or a depository or trust institution of recognized standing selected by Parent and Acquisition and reasonably satisfactory to the Company (the "Exchange AgentEXCHANGE AGENT") for the benefit of the holders of Shares for exchange in accordance with this Article I2: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Section 1.8, 2.8 and (ii) cash to be paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the "Exchange FundEXCHANGE FUND"), in exchange for outstanding Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Brass Eagle Inc), Agreement and Plan of Merger and Reorganization (Fotoball Usa Inc)
Exchange of Certificates. (a) From time to time Promptly following the Effective Time, as required by subsections (b) and (c) below, Parent shall deliver to its transfer agent, or a depository or trust institution of recognized standing selected by Parent and Acquisition reasonably satisfactory to the Company (the "“Exchange Agent"”) for the benefit of the holders of Shares for exchange in accordance with this Article I1: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Section 1.8, 1.8 and (ii) cash to be paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the "“Exchange Fund"”), in exchange for outstanding Shares.
Appears in 1 contract
Exchange of Certificates. (a) From time to time following the Effective Time, as required by subsections (b) and (c) below, Parent shall deliver to its transfer agentBoston EquiServe, or a depository such other agent or trust institution of recognized standing selected agents as may be appointed by Parent and Acquisition (the "Exchange Agent") for the benefit of the holders of Shares for exchange in accordance with this Article IAgreement through the Exchange Agent: (i) the Merger Consideration, consisting of certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Section 1.8, and (ii) cash to be paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the "Exchange Fund"), ) issuable pursuant to Section 1.08 in exchange for outstanding Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Racing Champions Corp)
Exchange of Certificates. (a) From time Prior to time following the Effective Time, as required by subsections (b) and (c) below, Parent shall deliver to its transfer agent, or a depository or trust institution of recognized standing selected by Parent and Acquisition and reasonably satisfactory to the Company (the "“Exchange Agent"”) for the benefit of the holders of Shares for exchange in accordance with this Article I1: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Section 1.8, and (ii) cash to be paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the "“Exchange Fund"”), in exchange for outstanding Shares.
Appears in 1 contract
Exchange of Certificates. (a) From time to time Promptly following the Effective Time, as required by subsections (b) and (c) below, Parent shall deliver to its transfer agent, or a depository or trust institution of recognized standing selected by Parent and Acquisition reasonably satisfactory to the Company (the "Exchange AgentEXCHANGE AGENT") for the benefit of the holders of Shares for exchange in accordance with this Article I1: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to Section 1.8, 1.8 and (ii) cash to be paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the "Exchange FundEXCHANGE FUND"), in exchange for outstanding Shares.
Appears in 1 contract
