Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. As soon as practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Data General Corp), Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp)

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Exchange Procedures. As The Surviving Corporation shall instruct the Exchange Agent to provide, as soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately prior to before the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that whose shares were converted pursuant to Section 2.1(a) into the right to receive shares Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Parent Common Stock (i) a letter Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of transmittal (which shall specify that delivery shall be effectedan “agent’s message” or such other evidence, and risk of loss and title to the Certificates shall passif any, only upon proper delivery of the Certificates to as the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreementrequest), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender receipt of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions“agent’s message”, the holder of such Certificate Book Entry Shares shall be entitled to receive in exchange therefor (A) certificates evidencing that the number of whole shares of Parent Common Stock Stock, if any, which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares aggregate number of Company Common Stock formerly evidenced previously represented by such Certificate, (B) any dividends or other distributions to which such holder is entitled Book Entry Shares shall have been converted pursuant to Section 2.2(c), and (C2.01(c) any cash in lieu of any fractional shares of Parent Common Stock into the right to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdingsreceive, and the Certificate Book Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of payment may be made and shares of Parent Common Stock may be issued to a transferee Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Certificate evidencing Person requesting such Company Common Stock is presented payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the Exchange Agentsatisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), accompanied until surrendered as contemplated by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered2.02(b), each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will Book Entry Share shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a certificate representing shares of Parent the Merger Consideration into which the Company Common Stock, any dividends or other distributions payable Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)2.01.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cyclo Therapeutics, Inc.), Agreement and Plan of Merger (Applied Molecular Transport Inc.), Agreement and Plan of Merger (Cyclo Therapeutics, Inc.)

Exchange Procedures. As soon promptly as practicable after the Effective Time, and in any event not later than five business days, Parent will instruct shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that whose shares were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock pursuant to Section 2.01(a), cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.02(e) and any dividends or other distributions pursuant to Section 2.02(c) (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock and cash in lieu of any fractional shares and any dividends or other distributions pursuant to Section 2.02(c). Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced represented by such Certificate, Certificate (B) any dividends or other distributions to which after taking into account all shares of Company Common Stock then held by such holder is entitled pursuant to Section 2.2(cholder), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) may be issued to a transferee if the Certificate evidencing representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02(b), each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at all times after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a the certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable to which such holder is entitled pursuant to Section 2.2(d2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c). As promptly as practicable after the Effective Time, the holders of Company Preferred Stock shall surrender the certificates representing the Company Preferred Stock and shall upon surrender thereof receive in exchange therefor pursuant to Section 2.01(b) a certificate representing the number of shares of Parent New Preferred Stock.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Careinsite Inc), Agreement and Plan of Merger (Healtheon Webmd Corp), Agreement and Plan of Merger (Medical Manager Corp/New/)

Exchange Procedures. As soon as practicable Promptly after the Effective TimeTime and, in any event, not later than the second Business Day following the Closing Date, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of a certificate Certificate or certificates which Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that Shares whose shares were converted pursuant to Section 2.1(a) into the right to receive the Company Common Share Merger Consideration pursuant to Section 2.1, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor, any Other Payments deliverable hereunder and any dividends or distributions in respect of Parent Common Stock: (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 proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreementspecify), ; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Company Common Share Merger Consideration, the Other Payments, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.2(j) and any dividends or distributions in respect of Parent Common Stock in accordance with Section 2.2(k) to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Parent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent or the Surviving Company, the holder of such Certificate shall be entitled to receive in exchange therefor (Ax) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which that such holder is entitled to receive pursuant to this Agreement, (y) a check in the amount (after giving effect to any required Tax withholdings as provided in Section 2.2(c), and (C2.3) equal to the Cash Consideration that such holder is entitled to receive pursuant to this Agreement plus any cash such holder is entitled to receive in lieu of any fractional shares of Parent Common Stock to which and any cash dividends or distributions in respect of Parent Common Stock, payable in respect of the Company Common Shares previously represented by such holder is entitled Certificate pursuant to the provisions of Section 2.2(d2.2(c), after giving effect to Section 2.2(j) and Section 2.2(k) and (z) without duplication, any tax withholdingsOther Payments, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a transferee if Person other than the Person in whose name the Certificate evidencing so surrendered is registered if such Company Common Stock is presented to the Exchange Agent, Certificate shall be properly endorsed and accompanied by appropriate stock powers or otherwise be in proper form for transfer and accompanied by all documents reasonably required by the Exchange Agent to evidence and effect such transfer pursuant and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent and the Exchange Agent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered2.2, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive receive, upon surrender a certificate representing such surrender, the Company Common Share Merger Consideration, the Other Payments, any cash in lieu of fractional shares and any dividends or distributions in respect of Parent Common Stock, any dividends as contemplated by this Section 2.2. No interest shall be paid or other distributions payable pursuant to Section 2.2(c) and accrue on any cash in lieu payable upon surrender of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)Certificate.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Morgan Stanley), Agreement and Plan of Merger (American Financial Realty Trust), Agreement and Plan of Merger (Gramercy Capital Corp)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct Buyer shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Certificate: (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (ia) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent Buyer may reasonably specify that are not inconsistent with (such letter to be reasonably acceptable to Company prior to the terms of this AgreementEffective Time), and (iib) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration, together with any dividends and other distributions with respect thereto. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor: (Ai) certificates evidencing that one or more shares of Buyer Common Stock (which shall be in physical, certificated form) representing, in the aggregate, the whole number of whole shares of Parent Common Stock which that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the 1.7 (after taking into account all shares of Company Common Stock formerly evidenced then held by such Certificateholder), and (Bii) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional shares of Buyer Common Stock pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable pursuant to Sections 2.3 or 2.5. In the event of a transfer of ownership of Company Common Stock, which is not registered in the transfer records of Company, one or more shares of Buyer Common Stock evidencing, in the aggregate, the proper number of shares of Buyer Common Stock, a check in the proper amount of cash in lieu of any fractional shares of Buyer Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.3, and (C) any cash in lieu of any fractional shares of Parent may be issued with respect to such Company Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Procyte Corp /Wa/), Agreement and Plan of Merger (Photomedex Inc), Agreement and Plan of Merger (Photomedex Inc)

Exchange Procedures. As soon as practicable after Upon surrender to the Effective Time, Parent will instruct the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company representing Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) Shares for cancellation, together with 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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant by the instruction to such instructionsthe letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (Ai) certificates evidencing that number of whole shares of Parent PennCorp Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 2.1(a1.9.1, (ii) cash to which such holder is entitled to receive in respect accordance with Section 1.9.1, (iii) cash in lieu of the fractional shares of Company PennCorp Common Stock formerly evidenced by to which such Certificateholder is entitled pursuant to Section 1.11.6, and (Biv) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (Civ) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any cash in lieu of any fractional shares of Parent Common Stock portion thereof) is to which such holder is entitled pursuant to Section 2.2(d), after giving effect be delivered to any tax withholdingsperson other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, and it shall be a condition to such exchange that the Certificate so surrendered shall forthwith be canceled. In properly endorsed or otherwise be in proper form for transfer and that the event person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration to a transfer person other than the registered holder of ownership the Certificate surrendered, or shall establish to the satisfaction of shares of Company Common Stock which the Paying Agent that such tax has been paid or is not registered in applicable. After the Effective Time, there shall be no further transfer on the records of the Company as or its transfer agent of the Effective Time, a certificate any Certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee Shares and if the any such Certificate evidencing such Company Common Stock is presented to the Exchange AgentCompany for transfer, accompanied it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered1.11.2, each outstanding Certificate thatrepresenting Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stockthe Merger Consideration, without any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)interest thereon.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Penncorp Financial Group Inc /De/), Agreement and Plan of Merger (Washington National Corp), Agreement and Plan of Merger (Washington National Corp)

Exchange Procedures. As soon as reasonably practicable after following ------------------- the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Shares (other than holders of Company Common Stock (the "Certificates"Excluded Shares) that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably specify that are not inconsistent with the terms of this Agreement)agree, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) certificates representing shares of Parent Common Stock comprising the Merger Consideration, (B) if applicable, cash comprising the Merger Consideration, and (C) any unpaid dividends and other distributions and cash in lieu of fractional shares. Upon Subject to Section 4.2(g), upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (Ax) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Article IV, (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash comprising the Merger Consideration, plus (B) any cash in lieu of fractional shares, plus (C) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any cash in lieu the provisions of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdingsthis Article IV, and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate evidencing formerly representing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid, in form and substance reasonably satisfactory to Parent and the Exchange Agent. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, If any check or any certificate for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant is to Section 2.2(d)be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person (as defined below) requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of certificates for shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of Parent and the Exchange Agent that such tax has been paid or is not applicable.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ohm Corp), Agreement and Plan of Merger (Ohm Corp), Agreement and Plan of Merger (International Technology Corp)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct but no later than five (5) Business Days after the Exchange Agent Effective Date, Acquiror shall cause to mail be mailed to each holder of record of a certificate or certificates which (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Target Common Stock (the "Certificates") that Stock, whose shares were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Acquiror Common Stock and cash in lieu of fractional shares pursuant to Section 1.6, (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 proper delivery receipt of the Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent Acquiror may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Acquiror Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions thereto and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and Acquiror shall cause the Exchange Agent to promptly send to the holder, one or more certificates as requested by the holder (Aproperly issued, executed and countersigned, as appropriate) certificates evidencing that representing the number of whole shares of Parent Acquiror Common Stock which and payment of cash in lieu of fractional shares that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) 1.6 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c1.7(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Target Common Stock which is not registered in the transfer records of the Company Target as of the Effective Time, a certificate representing the proper number of shares of Parent Acquiror Common Stock Stock, dividends, distributions and cash in respect of fractional shares may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Company shares of Target Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b1.7(d) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Target Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent evidence only the right to receive upon surrender a certificate representing shares of Parent Acquiror Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) Stock into which such shares of Target Common Stock shall have been so converted and any an amount in cash in lieu of the issuance of any fractional shares of Parent Common Stock payable pursuant to in accordance with Section 2.2(d)1.6.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Ontrack Data International Inc), Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Kroll Inc)

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to Shares as of the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the Certificates Shares to the Exchange Agent and which shall be in such form and have such other provisions as substance reasonably satisfactory to Parent may reasonably specify that are not inconsistent with and the terms of this Agreement), Company) and (ii) instructions for use in effecting the surrender of the Certificates Shares in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of representing whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the (or appropriate alternative arrangements made by Parent if uncertificated shares of Company Parent Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(cwill be issued), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b2.1(d) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parent, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) and any to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of any fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(d2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c).

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Firstenergy Corp), Agreement and Plan of Merger (Allegheny Energy, Inc)

Exchange Procedures. As soon promptly as practicable after the Effective Time, Parent will shall instruct the Exchange Agent to mail to each holder record holder, as of record the Effective Time, of a certificate an outstanding Certificate or certificates which Book Entry Share that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shares of Company Common Stock shall pass, only upon proper delivery of the corresponding Certificates to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares, and shall be in such customary form as directed by Parent and have such other provisions as Parent may reasonably specify that are not inconsistent with acceptable to the terms of this Agreement), Company) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the Merger ConsiderationConsideration payable in respect of the shares of Company Common Stock represented thereby. Upon Promptly after the Effective Time, upon surrender of a Certificate Certificates or Book Entry Shares for cancellation to the Exchange Agent together with such letter letters of transmittal, properly completed and duly executed, and such other customary documents as may be required pursuant to such instructions, the holder holders of such Certificate Certificates or Book Entry Shares and the holders of Certificates or Book Entry Shares who previously surrendered Certificates or Book Entry Shares to the Exchange Agent with properly completed and duly executed Election Forms shall be entitled to receive in exchange therefor therefor, upon completion of the calculations required by Section 2.7, (A) certificates evidencing that number of whole shares of Parent Common Stock which representing, in the aggregate, the whole number of shares of Parent Common Stock that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the 2.7 (after taking into account all shares of Company Common Stock formerly evidenced then held by such Certificate, holder) and (B) any dividends or other distributions a check in the amount equal to which the aggregate amount of cash that such holder is entitled has the right to receive pursuant to Section 2.2(c)2.7, dividends and (Cother distributions pursuant to Section 2.9(c) any and cash payable in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d2.9(e), after giving effect to . No interest shall be paid or accrued on any tax withholdings, and the Certificate so surrendered shall forthwith be canceledMerger Consideration. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as Company, the Merger Consideration payable in respect of the Effective Time, a certificate representing the proper number of such shares of Parent Company Common Stock may be issued paid to a transferee if the Certificate evidencing representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and the Person requesting such exchange shall pay to this Section 2.2(b) and the Exchange Agent in advance any transfer or other Taxes required by evidence reason of the delivery of the Merger Consideration in any name other than that any applicable stock transfer taxes of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends paid or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)are not payable.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Parlux Fragrances Inc)

Exchange Procedures. As soon promptly as practicable after the Effective Time, and in any event not later than five business days, Parent will instruct shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that whose shares were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock pursuant to Section 2.01(a), cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.02(e) and any dividends or other distributions pursuant to Section 2.02(c), (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock and cash in lieu of any fractional shares and any dividends or other distributions pursuant to Section 2.02(c). Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced represented by such Certificate, Certificate (B) any dividends or other distributions to which after taking into account all shares of Company Common Stock then held by such holder is entitled pursuant to Section 2.2(cholder), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) may be issued to a transferee if the Certificate evidencing representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02(b), each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at all times after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a the certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable to which such holder is entitled pursuant to Section 2.2(d2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Medical Manager Corp/New/), Agreement and Plan of Merger (Careinsite Inc), Agreement and Plan of Merger (Healtheon Webmd Corp)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Certificate (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 proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent may reasonably specify that are not inconsistent with (such letter to be reasonably acceptable to the terms of this Agreement), Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) in the case of holders of Common Certificates (A) certificates evidencing that number of whole one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the 1.8 (after taking into account all shares of Company Common Stock formerly evidenced then held by such Certificate, holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, consisting of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3 and (ii) in the case of holders of Preferred Certificates (A) one or more shares of Parent Convertible Preferred Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the number of shares that such holder has the right to receive pursuant to Section 1.8 and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, consisting of dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Company Common Stock or Company Convertible Preferred Stock which is not registered in the transfer records of the Company, one or more shares of Parent Common Stock or Parent Convertible Preferred Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock or Parent Convertible Preferred Stock, a check in the proper amount of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.3, and (C) any cash in lieu of any fractional shares of Parent Common Stock may be issued with respect to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the or Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Convertible Preferred Stock may be issued to such a transferee if the Certificate evidencing representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pharmacia Corp /De/), Agreement and Plan of Merger (Pfizer Inc)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding out- standing shares of Company RSI Common Stock (the "Certificates") that whose shares were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock the Merger Con- sideration pursuant to Section 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 proper delivery of the Certificates to the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent JPFI and RSI may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of sur- rendering the Certificates in exchange for the Merger ConsiderationConsider- ation. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsre- quired by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent JPFI Common Stock which such holder has the right to receive pursuant to the pro- visions of this Article II, certain dividends or other distri- butions in accordance with Section 2.1(a2.2(c) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any cash in lieu of any fractional shares share of Parent JPFI Common Stock to which such holder is entitled pursuant to in accordance with Section 2.2(d2.2(e), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith forth- with be canceledcancelled. Notwithstanding anything to the contrary contained herein, no certificate representing JPFI Common Stock or cash in lieu of a fractional share interest shall be deliv- ered to a person who is an affiliate of RSI for purposes of qualifying the Merger for pooling of interests accounting treatment under Opinion 16 of the Accounting Principles Board and applicable Securities and Exchange Commission ("SEC") rules and regulations, unless such person has executed and delivered an agreement in the form of Exhibit E hereto. In the event of a transfer surrender of ownership of a Certificate representing shares of Company RSI Common Stock which is are not registered in the transfer records of RSI under the Company as name of the Effective Timeperson surrendering such Certificate, a certificate representing the proper number of shares of Parent JPFI Common Stock may be issued to a transferee if person other than the person in whose name the Certificate evidencing so surrendered is registered if such Company Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issu- ance shall pay any transfer or other taxes required by reason of the issuance of shares of JPFI Common Stock is presented to a person other than the registered holder of such Certificate or estab- lish to the Exchange Agent, accompanied satisfaction of JPFI that such tax has been paid or is not applicable. Until surrendered as contemplated by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered2.2, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a certificate representing shares the Merger Consideration which the holder thereof has the right to receive in respect of Parent Common Stocksuch Certificate pursuant to the provisions of this Article II, any dividends certain divi- dends or other distributions payable pursuant to in accordance with Section 2.2(c) and any cash in lieu of any fractional shares share of Parent JPFI Common Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to Section 2.2(d)the provisions of this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Jp Foodservice Inc), Agreement and Plan of Merger (Jp Foodservice Inc)

Exchange Procedures. As soon as practicable after the Effective Time, Parent will Bergen shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company PharMerica Common Stock (the "Certificates") that whose shares were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock the Merger Consideration pursuant to Section 2.1.2 the following: (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other customary provisions as Parent Bergen may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Bergen Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (Ax) a certificate or certificates evidencing that representing the whole number of whole shares of Parent Bergen Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), 2.1.2 (and representing each associated right under the Bergen Shareowners' Rights Plan) in such denominations and registered in such names as such holder may request and (Cy) any a check representing the amount of cash in lieu of any fractional shares of Parent Common Stock to shares, if any, and unpaid dividends and distributions, if any, which such holder is entitled has the right to receive pursuant to Section 2.2(d)the provisions of this Article II, after giving effect to any tax withholdings, and required withholding tax. The shares represented by the Certificate Certificates so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares, if any, and the unpaid dividends and distributions, if any, payable to holders of shares of PharMerica Common Stock. In the event of a transfer of ownership of shares of Company PharMerica Common Stock which is not registered in on the transfer records of the Company as of the Effective TimePharMerica, a certificate representing the proper number of shares of Parent Bergen Common Stock (and representing each associated right under the Bergen Shareowners' Rights Plan), together with a check for the cash to be paid in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, may be issued to a such transferee if the Certificate evidencing representing such Company shares of PharMerica Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.3, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon surrender a certificate representing whole shares of Parent Bergen Common Stock, any dividends or other distributions payable Stock issuable pursuant to Section 2.2(c2.1.2 (and representing each associated right under the Bergen Shareowners' Rights Plan) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)shares, if any, and unpaid dividends and distributions, if any, as provided in this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pharmerica Inc), Agreement and Plan of Merger (Bergen Brunswig Corp)

Exchange Procedures. As soon as practicable Promptly after the Effective TimeTime (and in any event within five (5) Business Days thereafter), Parent will instruct the Exchange Agent to shall mail to each holder of record of Shares represented by a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Certificate (other than holders of Company Common Stock (the "Certificates"Excluded Shares) that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(g)) to the Exchange Agent and shall Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably specify that are not inconsistent with the terms of this Agreement)agree, and (ii) instructions for use surrendering the Certificates (or affidavits of loss in effecting the surrender lieu of the Certificates as provided in exchange for Section 2.2(g)) to the Merger ConsiderationExchange Agent. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(g)) to the Exchange Agent together in accordance with the terms of such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole one or more shares of Parent Common Stock which shall represent, in the aggregate, the whole number of shares of Parent Common Stock that such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.1(a), and (C) less any cash required Tax withholdings as provided in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d2.2(h), after giving effect to any tax withholdings, and the . The Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company as of Company, the Effective Time, a certificate representing the proper number of shares of Parent Common Stock to be exchanged upon due surrender of the Certificate may be issued to a such transferee if the Certificate evidencing formerly representing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes Taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends paid or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)are not applicable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Science Applications International Corp), Agreement and Plan of Merger (Engility Holdings, Inc.)

Exchange Procedures. As soon promptly as practicable after the Effective Time, Parent will instruct the Buyer shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Certificate whose shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock the Merger Consideration pursuant to Section 2.4(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in such customary form and shall have such other provisions as Parent the Buyer may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the applicable Merger Consideration, any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.5(c) and cash in lieu of any fractional shares of Buyer Common Stock to which such holders are entitled pursuant to Section 2.5(e). Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly completed and validly executed, and such other customary documents as may be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate (or evidence of shares in book-entry form) representing that number of whole shares of Parent Buyer Common Stock which that such holder has the right to receive in accordance with Section 2.1(a) in respect pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock formerly evidenced then held by such Certificate, holder under all such Certificates so surrendered and (B) a check for the cash that such holder is entitled to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, including any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), 2.5(c) and (C) any cash in lieu of any fractional shares of Parent Buyer Common Stock to which such holder is entitled pursuant to Section 2.2(d2.5(e), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith then be canceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company as of the Effective TimeCompany, (w) a certificate (or evidence of shares in book-entry form) representing the proper number of shares of Parent Buyer Common Stock, (x) any dividends or other distributions to which such holder is entitled pursuant to Section 2.5(c) and (y) cash in lieu of any fractional shares of Buyer Common Stock to which such holder is entitled pursuant to Section 2.5(e), may be issued to a transferee if Person other than the Person in whose name the Certificate evidencing such Company Common Stock so surrendered is presented registered, if, upon presentation to the Exchange Agent, accompanied such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other Taxes required by all documents required reason of the issuance of shares of Buyer Common Stock to evidence and effect a Person other than the registered holder of such transfer pursuant Certificate or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered2.5(b), each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stockthe Merger Consideration, any dividends or other distributions payable to which the holder of such Certificate is entitled pursuant to Section 2.2(c2.5(c) and any cash in lieu of any fractional shares share of Parent Buyer Common Stock payable to which such holder is entitled pursuant to Section 2.2(d2.5(e). No interest will be paid or will accrue on the Merger Consideration or on any cash payable to holders of Certificates pursuant to Section 2.5(c) or (e).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First State Bancorporation), Agreement and Plan of Merger (Access Anytime Bancorp Inc)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Certificate whose shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock the Merger Consideration pursuant to Section 2.7(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing the Merger Consideration, any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.8(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.8(e). Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly completed and validly executed, and such other customary documents as may be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which that such holder has the right to receive in accordance with Section 2.1(a) in respect pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock formerly evidenced held by such Certificateholder under all such Certificates so surrendered, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), 2.8(c) and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d2.8(e), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if person other than the person in whose name the Certificate evidencing such Company Common Stock so surrendered is presented registered, if, upon presentation to the Exchange Agent, accompanied such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by all documents required reason of the issuance of shares of Parent Common Stock to evidence and effect a person other than the registered holder of such transfer pursuant Certificate or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered2.8(b), each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stockthe Merger Consideration, any dividends or other distributions payable to which the holder of such Certificate is entitled pursuant to Section 2.2(c2.8(c) and any cash in lieu of any fractional shares of Parent Common Stock payable to which such holder is entitled pursuant to Section 2.2(d2.8(e). No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to Section 2.8(c) or (e).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wiltel Communications Group Inc), Agreement and Plan of Merger (Leucadia National Corp)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Shares (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the Certificates Shares to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent may reasonably specify that are not inconsistent with (such letter to be reasonably acceptable to the terms of this Agreement), Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates such Shares in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation the Shares to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate Shares shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder) representing, in the aggregate, the whole number of shares of Parent Common Stock that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the 1.08 (after taking into account all shares of Company Common Stock formerly evidenced then held by such Certificate, holder) and (B) any dividends or other distributions a check in the amount equal to which the cash that such holder is entitled has the right to receive pursuant to Section 2.2(c)the provisions of this Article 2, and (C) any consisting of cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d2.05 and dividends and other distributions pursuant to Section 2.03 (“Cash Payments”), after giving effect to . No interest will be paid or will accrue on any tax withholdings, and the Certificate so surrendered shall forthwith be canceledCash Payments. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of Company, the Effective TimeMerger Consideration and any Cash Payments to which such holder is entitled, a certificate representing the proper number of shares of Parent Common Stock may be issued with respect to such Company Common Stock to such a transferee if the Certificate evidencing such Company Common Stock is Shares are presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gillette Co), Agreement and Plan of Merger (Procter & Gamble Co)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Certificate (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 proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent may reasonably specify that are not inconsistent with (such letter to be reasonably acceptable to the terms of this Agreement), Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that one or more Parent Ordinary Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of whole shares of Parent Common Stock which that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the 1.8 (after taking into account all shares of Company Common Stock formerly evidenced and Company Preferred Stock then held by such Certificate, holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional Parent Ordinary Shares pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Company Common Stock or Company Preferred Stock which is not registered in the transfer records of the Company, one or more Parent Ordinary Shares evidencing, in the aggregate, the proper number of Parent Ordinary Shares, a check in the proper amount of cash in lieu of any fractional Parent Ordinary Shares pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.3, and (C) any cash in lieu of any fractional shares of Parent may be issued with respect to such Company Common Stock or Company Preferred Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and a transferee if the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of representing such shares of Company Common Stock which is not registered in the transfer records of the or Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Preferred Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Apco Argentina Inc/New), Agreement and Plan of Merger (Williams Companies Inc)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will TEAM shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates (“Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Vsource Capital Stock (the "Certificates") that which were converted pursuant to Section 2.1(a) into the right to receive shares of Parent TEAM Common Stock pursuant to Section 1.6, (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Parent TEAM and Vsource may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of TEAM Common Stock. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor (A) certificates evidencing that representing the number of whole shares of Parent TEAM Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the (after aggregating all shares of Company Common Vsource Capital Stock formerly evidenced surrendered by such Certificate, (Bholder) any dividends or other distributions to into which such holder is entitled pursuant to Sections 1.6(a)-(d) (which shall be in uncertificated book entry form unless a physical certificate is requested or required by applicable law or regulation), payment in lieu of fractional shares that such holders have the right to receive pursuant to Section 2.2(cl.7(e) and any dividends or distributions payable pursuant to Section 1.7(d), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of TEAM Common Stock into which such shares of Vsource Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section l.7(e) and any dividends or distributions payable pursuant to Section l.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of TEAM Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Vsource Capital Stock which that is not registered in the transfer records of the Company as of the Effective TimeVsource, a certificate representing the proper number of shares of Parent TEAM Common Stock may be issued to a transferee if the Certificate evidencing representing such Company Common shares of Vsource Capital Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Merger Agreement (Vsource Inc), Merger Agreement (Team America Inc)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct shall, or shall cause the Exchange Agent to to, mail to each holder Holder, as of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Time, of Company Common Stock (the "Certificates") that MLP Public Units whose MLP Public Units were converted pursuant to Section 2.1(a) into the right to receive shares the Merger Consideration a form of Parent Common Stock (i) a letter of transmittal (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the MLP Certificates shall pass, only upon proper delivery of the MLP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) to the Exchange Agent or, in the case of Book-Entry MLP Common Units, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in such customary form and have such other reasonable provisions as Parent and MLP may reasonably specify that are not inconsistent with agree prior to the terms Effective Time) and instructions for effecting the Surrender of such MLP Certificates (or lost certificate affidavit as contemplated by this AgreementSection 2.2(b)) or Book-Entry MLP Common Units in exchange for, as applicable, whole shares of Parent Common Stock and any dividends or distributions payable pursuant to Section 2.2(c). Subject to Section 2.2(c), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation upon Surrender to the Exchange Agent of such MLP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry MLP Common Units, together with such letter properly completed and duly executed Letter of transmittal, duly executed, Transmittal and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder Holder of such an MLP Certificate (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry MLP Common Units shall be entitled to receive in exchange therefor therefor, as applicable, (Ai) certificates evidencing that number of whole shares of Parent Common Stock (which such holder has the right to receive shall be in accordance with Section 2.1(auncertificated book-entry form unless a physical certificate is requested) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder Holder is entitled pursuant to Section 2.2(c), 2.1(c)(i) and (Cii) any cash in lieu of any fractional shares of Parent Common Stock dividends or distributions payable pursuant to Section 2.2(c) to which such holder Holder is entitled entitled. The instructions for effecting the Surrender of MLP Certificates shall set forth procedures that must be taken by the Holder of any MLP Certificate that has been lost, destroyed or stolen; it shall be a condition to the right of such Holder to receive the Merger Consideration and any distributions payable pursuant to Section 2.2(d)2.2(c) that the Exchange Agent shall have received, after giving effect along with the Letter of Transmittal, a duly executed lost certificate affidavit, including an agreement to any tax withholdingsindemnify Parent for losses suffered by Parent because of such lost certificate, and in customary form, signed exactly as the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records name or names of the Company as registered Holder or Holders of MLP Public Units appeared on the Effective Time, a certificate representing the proper number books of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, MLP immediately prior to the Effective Time, represented shares together with a customary bond and such other documents, in each case, as Parent may reasonably require in connection therewith. After the Effective Time, there shall be no further transfer on the records of Company MLP or its transfer agent of MLP Certificates or Book-Entry MLP Common Stock will be deemed from and Units (provided, however, that the foregoing shall not restrict the transfer of any MLP Partnership Interest other than the MLP Public Units after the Effective Time); and if such MLP Certificates or Book-Entry MLP Common Units are presented to MLP or its transfer agent for transfer, for all corporate purposesthey shall be canceled against delivery of the appropriate Merger Consideration and any dividends and other distributions payable pursuant to Section 2.2(c) as hereinabove provided. Until Surrendered as contemplated by this Section 2.2(b), each MLP Certificate or Book-Entry MLP Common Unit in respect of MLP Public Units shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stocksuch Surrender the appropriate Merger Consideration, together with any dividends or and other distributions payable pursuant to Section 2.2(c) or (d). No interest will be paid or will accrue on any dividends and any cash in lieu of any fractional shares of Parent Common Stock other distributions payable pursuant to Section 2.2(d2.2(c) or (d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alon USA Partners, LP), Agreement and Plan of Merger (Delek US Holdings, Inc.)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct and in no event later than five business days thereafter (unless otherwise agreed to by each of the parties in writing), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate Certificate (other than the Company, the Parent, Merger Sub or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"any Parent Subsidiary) that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of Certificates) to the Exchange Agent and shall be Agent, in such a form and have such with other customary provisions as reasonably specified by the Parent may reasonably specify that are not inconsistent with and the terms of this Agreement)Company, and (ii) instructions for use in effecting the surrender of surrendering the Certificates to the Exchange Agent in exchange for (A) an ADR representing the Merger Considerationnumber of whole Parent ADSs pursuant to Section 2.2(f), (B) cash in lieu of any fractional Parent ADSs, and (C) any unpaid dividends and other distributions (if any) pursuant to Section 2.2(c). Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such that Certificate shall be entitled to receive in exchange therefor (A1) certificates evidencing an ADR representing that number of whole shares Parent ADSs that the holder is entitled to receive under this Article II, (2) a check in the amount (after giving effect to any required tax withholding) of (x) any cash in lieu of fractional Parent Common Stock which ADSs plus (y) any unpaid dividends (other than stock dividends) and any other dividends or other distributions that such holder has the right to receive in accordance with Section 2.1(a) in respect under the provisions of the shares of Company Common Stock formerly evidenced by such Certificate, this Article II (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(cif any), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate an ADR representing the proper number of shares Parent ADSs, together with a check for any cash to be paid upon the surrender of Parent Common Stock the Certificate and any other dividends or distributions (if any) in respect of those shares, may be issued or paid to such a transferee if the Certificate evidencing formerly representing such Shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such the transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, If any ADRs for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common StockADSs is to be issued in a name other than that in which the surrendered Certificate is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay any dividends transfer or other distributions payable pursuant to Section 2.2(c) and any cash in lieu taxes required by reason of any fractional the issuance of certificates for shares of Parent Common Stock payable pursuant in a name other than that of the registered holder of the surrendered Certificate, or shall establish to Section 2.2(d)the satisfaction of the Parent or the Exchange Agent that such tax has been paid or is not applicable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Brokat Infosystems Ag), Agreement and Plan of Merger (Blaze Software Inc)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or non-certificated shares of Company Common Stock represented by book entry (the "Certificates"“Book Entry Shares”) that whose shares were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock pursuant to Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or Book Entry Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), Agent) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the Merger Considerationcertificates representing whole shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Certificate Certificates or Book Entry Shares for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions thereto and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of record of such Certificate Certificates or Book Entry Shares shall be entitled to receive in exchange therefor (A) certificates evidencing that the number of whole shares of Parent Common Stock which (after taking into account all Certificates and Book Entry Shares surrendered by such holder has the right to receive in accordance with Section 2.1(aof record) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c1.6(a) (which, at the election of Parent, may be in uncertificated book entry form unless a physical certificate is requested by the holder of record or is otherwise required by applicable Legal Requirements (as defined in Section 2.2(e)), a cash payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.6(f) and a cash payment for any dividends or distributions payable pursuant to Section 1.7(d), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, the Certificates and the Certificate Book Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates or Book Entry Shares will be deemed from and after the Effective Time, for all corporate purposes, to represent only evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive upon surrender a certificate representing an amount in cash in lieu of the issuance of any fractional shares of Parent Common Stock, in accordance with Section 1.6(f) and any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d1.7(d).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (McData Corp), Agreement and Plan of Reorganization (Brocade Communications Systems Inc)

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime (and in any case no later than 5 days thereafter), Parent will instruct Surviving Corporation A and Surviving Corporation B shall cause the Exchange Agent to mail (a) to each record holder of record of a certificate or certificates which that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i"Parent Certificates" and together with the Conectiv Certificates, the "Certificates") and (b) to each record holder of an Conectiv Certificate immediately prior to the Effective Time who has not surrendered Conectiv Certificates representing all of the shares of Conectiv Stock owned by such holder pursuant to Section 1.9(b), 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 proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent HoldCo may reasonably specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the Parent Merger Consideration or the Conectiv Merger Consideration, as the case may be. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate representing, in the aggregate, the whole number of whole shares of Parent HoldCo Common Stock which that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the 1.8 (after taking into account all shares of Company Conectiv Stock or Parent Common Stock formerly evidenced Stock, as the case may be, then held by such Certificate, holder) and/or (B) any dividends or other distributions a check in the amount equal to which the cash that such holder is entitled has the right to receive pursuant to Sections 1.8, 2.3 and/or 2.5. No interest will be paid or will accrue on any cash payable pursuant to Section 2.2(c)1.8, and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled2.3 or 2.5. In the event of a transfer of ownership of shares of Company Conectiv Stock or Parent Common Stock Stock, as the case may be, which is not registered in the transfer records of Conectiv or Parent, as the Company as of the Effective Timecase may be, a certificate representing representing, in the aggregate, the proper number of shares of Parent HoldCo Common Stock and/or a check in the proper amount pursuant to Sections 1.8, 2.3 and/or 2.5 may be issued with respect to such Conectiv Stock or Parent Common Stock, as the case may be, to such a transferee if the Certificate evidencing formerly representing such Company shares of Conectiv Stock or Parent Common Stock Stock, as the case may be, is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to Persons who have submitted an effective Form of Election as provided in Section 1.9(b) and surrendered Certificates as provided therein shall be treated as if they have properly surrendered Certificates together with the Effective Time, represented shares letter of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable transmittal pursuant to this Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)2.2.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Potomac Electric Power Co), Agreement and Plan of Merger (Conectiv)

Exchange Procedures. As soon as reasonably practicable after entry of the EFH Confirmation Order (as defined below) and in any event not later than the third (3rd) Business Day following the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of a certificate Certificate or certificates which Book-Entry Share that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Shares, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates and Book-Entry Shares shall pass, only upon proper delivery of the such Certificates or Book-Entry Shares, as applicable, to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the surrendering such Certificates or Book-Entry Shares in exchange for the Merger Considerationwhole shares of Parent Common Stock and cash in lieu of fractional shares pursuant to Section 4.2(g). Upon surrender of a Certificate or Book-Entry Share for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (Aas promptly as possible but in any event within three (3) certificates evidencing Business Days following such surrender) that number of whole shares of Parent Common Stock (which shall be in uncertificated book-entry form through a direct registration system unless a physical certificate is requested), that such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), the provisions of this Article IV and (C) any cash in lieu of any fractional shares share of Parent Common Stock to which such holder is entitled pursuant to in accordance with Section 2.2(d4.2(g), after giving effect to any tax withholdings, and the each Certificate or Book Entry Share so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if Person other than the Person in whose name the Certificate evidencing or Book-Entry Share so surrendered is registered if such Company Certificate or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock is presented to a Person other than the registered holder of such Certificate or Book-Entry Share or establish to the Exchange Agent, accompanied reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered4.2(b), each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will and Book-Entry Share shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a certificate representing shares the Merger Consideration applicable thereto, which the holder thereof has the right to receive in respect of Parent Common Stock, any dividends such Certificate or other distributions payable Book-Entry Share pursuant to Section 2.2(c) and any the provisions of this Agreement, including, for the avoidance of doubt, cash in lieu of any fractional share of Parent Common Stock payable as part of the Merger Consideration applicable thereto, in accordance with Section 4.2(g), together with any unpaid dividends or distributions thereon with a record date on or after the Effective Time payable at such time in accordance with Section 4.2(k). No interest shall be paid or will accrue on the Merger Consideration or any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article IV. The portion of the Merger Consideration receivable by any holder of a Certificate or Book-Entry Shares shall be aggregated with respect to all Shares held by such holder immediately prior to the Effective Time, and following such aggregation, the Exchange Agent shall determine the number of whole and fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)which such holder is entitled for purposes of this Article IV.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (Nextera Energy Inc), Assignment and Assumption Agreement (Energy Future Intermediate Holding CO LLC)

Exchange Procedures. As soon promptly as practicable after the Effective Time (and in no event later than two business days after the Effective Time), Parent will instruct shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcash and certificates representing Parent Common Shares (each as pursuant to Section 2.01) and cash in lieu of any fractional shares. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (Ax) certificates evidencing that amount of cash and a certificate representing that number of whole shares of Parent Common Stock which Shares that such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock Shares formerly evidenced represented by such Certificate, Certificate (Bafter taking into account all Shares then held by such holder) pursuant to Section 2.01 and (y) cash in lieu of any fractional Parent Common Shares to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company as Company, the amount of the Effective Time, cash and a certificate representing the proper number of shares of Parent Common Stock Shares to which such holder is entitled pursuant to Section 2.01, cash in lieu of any fractional Parent Common Shares to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) may be issued to a transferee if the Certificate evidencing representing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence satisfactory to the Surviving Corporation that any applicable stock share transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will (other than Certificates representing Dissenting Shares) shall be deemed from and at all times after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender that amount of cash and a certificate representing shares that number of Parent Common Stock, any dividends or other distributions payable Shares to which such holder is entitled pursuant to Section 2.2(c) and any 2.01, cash in lieu of any fractional shares of Parent Common Stock payable Shares to which such holder is entitled pursuant to Section 2.2(d2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c).

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Ariba Inc), Agreement and Plan of Merger and Reorganization (Ariba Inc)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that whose shares were converted pursuant to Section 2.1(a) into the right to receive the Merger Consideration pursuant to Section 2.1 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.2(e) and any dividends or distributions to which such holder is entitled pursuant to Section 2.2(c), (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 proper delivery of the Certificates (or affidavits of loss in lieu of Certificates) to the Exchange Agent and shall be in such form and have such other provisions as the Company and Parent may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger ConsiderationConsideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.2(e) and any dividends or distributions to which such holder is entitled pursuant to Section 2.2(c). Upon surrender of a Certificate (or affidavits of loss in lieu of Certificates) for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsthereby, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.1(a2.2(c) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any cash in lieu of any fractional shares share of Parent Common Stock to which such holder is entitled pursuant to in accordance with Section 2.2(d2.2(e), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership of a Certificate representing shares of Company Common Stock which is are not registered in the transfer records of the Company as under the name of the Effective Timeperson surrendering such Certificate, a certificate representing the proper number of shares of Parent Common Stock may will be issued to a transferee if person other than the person in whose name the Certificate evidencing so surrendered is registered if such Company Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock is presented to a person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered2.2, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a certificate representing shares the Merger Consideration which the holder thereof has the right to receive in respect of Parent Common Stocksuch Certificate pursuant to the provisions of this Article II, any certain dividends or other distributions payable pursuant to in accordance with Section 2.2(c) and any cash in lieu of any fractional shares share of Parent Common Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to Section 2.2(d)the provisions of this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Associates First Capital Corp)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct WAXS shall cause the Exchange Agent to mail to each holder of record a Certificate (other than to holders of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"Dissenter's Shares) that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall advise such holder of the effectiveness of the Merger and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent WAXS may reasonably specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor promptly (A) certificates evidencing that one or more shares of WAXS Common Stock (which shall be in uncertificated book entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of whole shares of Parent Common Stock which that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the 1.6 (after taking into account all shares of Company STAR Common Stock formerly evidenced then held by such Certificateholder), and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of Section 1.6(c), if any, and this Article II, including cash in lieu of any additional shares of WAXS Common Stock pursuant to Section 2.4 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable pursuant to 1.6(c), Section 2.3 or Section 2.4. In the event of transfer of ownership of STAR Common Stock which is not registered in the transfer records of STAR, one or more shares of WAXS Common Stock evidencing, in the aggregate, the proper number of shares of WAXS Common Stock, a check in the proper amount of cash in lieu of any additional shares of WAXS Common Stock pursuant to Section 2.4, a check in the proper amount of cash pursuant to Section 1.6(c) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.3, and (C) any cash in lieu of any fractional shares of Parent may be issued with respect to such STAR Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing representing such Company shares of STAR Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (World Access Inc /New/), Agreement and Plan of Merger (Star Telecommunications Inc)

Exchange Procedures. As soon as practicable possible after the Effective Time, Parent will instruct and the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate Certificate or certificates which Certificates or Book-Entry Shares that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates"other than Excluded Shares and Dissenting Shares) that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (iA) a letter of transmittal in customary form reasonably acceptable to Parent (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall passpass to the Exchange Agent, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for or Book-Entry Shares to which the Merger Considerationholder thereof is entitled. Upon surrender of a any Certificate (or affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) certificates evidencing that the number of whole shares of Parent Common Stock which (after taking into account all Certificates surrendered, and Book-Entry Shares held, by such holder has the right to receive in accordance with Section 2.1(aof record) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.1, and (B) the Cash Consideration such holders are entitled to receive pursuant to Section 2.1, (C) any the cash payable in lieu of any fractional shares of Parent Common Stock to which such holder is entitled to receive pursuant to Section 2.2(d2.2(j), after giving effect and (D) any dividends or distributions to any tax withholdingswhich such holders are entitled pursuant to Section 2.2(k), and the Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company as Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered 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 or other Taxes required by reason of the Effective Time, payment to a certificate representing Person other than the proper number registered holder of shares such Certificate or establish to the satisfaction of Parent Common Stock may that such Tax has been paid or is not applicable. No interest shall be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer paid or accrue on any cash payable pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)2.2.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Audience Inc), Agreement and Plan of Merger (Knowles Corp)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Certificate (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 proper due delivery of the Certificates and other required documents to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefore (A) certificates evidencing that number of whole a certificate representing one or more shares of Parent Common Stock which representing, in the aggregate, the whole number of shares that such holder has the right to receive in accordance with pursuant to Section 2.1(a1.6(a) in respect of the (after taking into account all shares of Company Common Stock formerly evidenced then held by such Certificateholder), (B) a check in an amount that such holder has the right to receive pursuant to Section 1.6(a) (after taking into account all shares of Company Common Stock held by such holder), and (C) a check in the amount (after giving effect to any required tax withholdings) equal to the cash in lieu of any fractional share of Parent Common Stock pursuant to Section 2.5 and any unpaid dividends or and other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings2.3, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of prior to the Effective Time, a certificate representing one or more certificates evidencing, in the aggregate, the proper number of shares of Parent Common Stock, a check in the proper amount of cash, and a second check in the proper amount of cash in lieu of any fractional share of Parent Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3 may be issued with respect to such Company Common Stock to such a transferee if the Certificate evidencing representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and the ownership of such shares of Company Common Stock by such transferee and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Igo Corp), Agreement and Plan of Merger (Mobility Electronics Inc)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct Andrx shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that Mediconsult Capital Stock, whose shares were converted into shares of Cybear Tracking Stock pursuant to Section 2.1(a2(e) into the right and any dividends or other distributions pursuant to receive shares of Parent Common Stock Section 2(m): (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Parent Andrx may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Cybear Tracking Stock and cash in lieu of fractional shares pursuant to Section 2(i) and any dividends or other distributions pursuant to Section 2(m). Upon surrender of a Certificate the Certificates for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, completed and such other customary documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor (A) certificates evidencing that representing the number of whole shares of Parent Common Cybear Tracking Stock into which such their shares of Mediconsult Capital Stock were converted at the Effective Time and any dividends or distributions payable pursuant to Section 2(m), and payment in lieu of fractional shares which the holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C2(i) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to represent only Section 2(m) as to the payment of dividends, to evidence the ownership of the number of full shares of Cybear Tracking Stock into which such shares of Mediconsult Capital Stock shall have been so converted (including any voting notice or other rights associated with the ownership of such share of Cybear Tracking Stock under the Andrx Certificate of Incorporation or the bylaws of Andrx or under Delaware law) and the right to receive upon surrender a certificate representing an amount in cash in lieu of the issuance of any fractional shares of Parent Common Stock, in accordance with Section 2(i) and any dividends or other distributions payable pursuant to Section 2.2(c) 2(m). If any portion of the Cybear Tracking Stock (and any cash dividends or distributions thereon), otherwise payable hereunder to any person, is to be issued or paid to a person other than the person in lieu whose name the Certificate is registered, it shall be a condition to such issuance or payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such issuance or payment shall pay to the Exchange Agent any transfer or other Taxes required as a result of any fractional shares such issuance or payment to a person other than the registered holder of Parent Common Stock payable pursuant such Certificate or establish to Section 2.2(d)the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mediconsult Com Inc), Agreement and Plan of Merger (Andrx Corp /De/)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct ------------------- Parametric shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates which (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Computervision Common Stock (the "Certificates") that whose shares were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Parametric Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.6(e) or 1.7(d), (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Parametric may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender exchange of the Certificates for certificates representing shares of Parametric Common Stock, cash in exchange for the Merger Considerationlieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.6(e) or 1.7(d). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parametric, together with such letter of transmittal, transmittal duly executed, completed and such other customary documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate representing the number of whole shares of Parent Parametric Common Stock which Stock, payment in lieu of fractional shares that such holder has the right to receive in accordance with pursuant to Section 2.1(a1.6(f) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 2.2(c1.6(e) or 1.7(d), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to represent Section 1.6(e) or 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parametric Common Stock into which such shares of Computervision Common Stock shall have been so converted and the right to receive upon surrender a certificate representing an amount in cash in lieu of the issuance of any fractional shares of Parent Common Stock, in accordance with Section 1.6(f) and any dividends or other distributions payable pursuant to Section 2.2(c1.6(e) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(dor 1.7(d).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Parametric Technology Corp), Agreement and Plan of Reorganization (Computervision Corp /De/)

Exchange Procedures. As soon as practicable (a) Promptly after the Effective Time, Parent will instruct and in any event not later than the third Business Day following the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Certificate (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 proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent may reasonably specify that are not inconsistent with (such letter to be reasonably acceptable to the terms of this Agreement), Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the such Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor pursuant to Section 2.5 and any dividends or distributions to which such holder is entitled pursuant to Section 2.3. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the 1.8 (after taking into account all shares of Company Common Stock formerly evidenced then held by such Certificate, holder) and (B) any dividends or other distributions cash in the amount equal to which cash that such holder is entitled pursuant has the right to Section 2.2(c), and (C) any cash receive in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d)2.5 and dividends and other distributions pursuant to Section 2.3 (in each case, after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of taking into account all shares of Company Common Stock which is not registered then held by such holder). Notwithstanding anything contained in this Agreement to the transfer records contrary, no holders of the Company as Book-Entry Shares shall be required to deliver a Certificate or an executed letter of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented transmittal to the Exchange Agent, accompanied by all documents required Agent to evidence and effect receive the Merger Consideration that such transfer holder is entitled to receive pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Contango Oil & Gas Co), Agreement and Plan of Merger (Crimson Exploration Inc.)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct AMCON shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Common Certificates shall pass, only upon proper delivery of the Common Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent AMCON may reasonably specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the such Common Certificates in exchange for the certificates representing the applicable Merger Consideration. Upon surrender of a Common Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Common Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that representing one or more shares of AMCON Common Stock representing, in the aggregate, the whole number of whole shares into which such holder's shares of Parent HNWC Common Stock which have been converted pursuant to Section 2.2 (after taking into account all shares of HNWC Common Stock then held by such holder), and (B) a check in the amount equal to the cash that such holder has the right to receive in accordance with Section 2.1(a) in respect lieu of the any fractional shares of Company AMCON Common Stock formerly evidenced by such Certificatepursuant to Section 2.4 and dividends and other distributions pursuant to Section 2.10. No interest will be paid or will accrue on any cash payable pursuant to Section 2.4 or Section 2.10. In the event of a transfer of ownership of HNWC Common Stock which is not registered in the transfer records of HNWC, (B) certificates representing one or more shares of AMCON Common Stock representing, in the aggregate, the proper number of shares of AMCON Common Stock, a check in the proper amount of cash in lieu of any fractional shares of AMCON Common Stock pursuant to Section 2.4 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.10, and (C) any cash in lieu of any fractional shares of Parent may be issued with respect to such HNWC Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Common Certificate evidencing which formerly represented such Company Common Stock shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hawaiian Natural Water Co Inc), Agreement and Plan of Merger (Amcon Distributing Co)

Exchange Procedures. As soon promptly as practicable after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (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 proper delivery of the Certificates to the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock and Contingent Value Rights. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the Shares formerly represented by such Certificate (after taking into account all Shares then held by such holder), cash in lieu of fractional shares of Company Parent Common Stock formerly evidenced by to which such Certificateholder is entitled pursuant to Section 2.08(e), (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.08(c) and the Contingent Value Right which such holder has the right to receive in respect of the Shares formerly represented by such Certificate, and (C) any the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing that number of whole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d3.08(e), after giving effect any dividends or other distributions which such holder is entitled pursuant to any tax withholdings, Section 3.08(c) and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock Contingent Value Rights to which such holder is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock entitled may be issued issued/distributed to a transferee if the Certificate evidencing representing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.08, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a certificate representing that number of whole shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable to which such holder is entitled pursuant to Section 2.2(d2.02(e), any dividends or other distributions to which such holder is entitled pursuant to Section 2.08(c) and the Contingent Value Rights to which such holder is entitled.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Osi Pharmaceuticals Inc), Agreement and Plan of Merger (Cell Pathways Inc /De)

Exchange Procedures. As soon as practicable after the Acquisition Merger Effective Time, Parent will Nanometrics Delaware shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Acquisition Merger Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a2.6(a) into the right to receive shares of Parent Common Stock the Merger Consideration (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Nanometrics Delaware may reasonably specify that are not inconsistent with the terms of this Agreement), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, the cash amount in lieu of any fractional shares pursuant to Section 3.2(d) and any dividends or distributions payable pursuant to Section 3.2(e). Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock the Merger Consideration which such holder has the right to receive in accordance with pursuant to Section 2.1(a2.6(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) cash in lieu of any fractional shares of Nanometrics Delaware Common Stock to which such holder is entitled pursuant to Section 3.2(d), and (C) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d3.2(d), after giving effect to any tax withholdingswithholdings required by applicable Law, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Acquisition Merger Effective Time, a certificate representing the proper number of shares of Parent Nanometrics Delaware Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b3.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Acquisition Merger Effective Time, represented shares of Company Common Stock will be deemed deemed, from and after the Acquisition Merger Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) the Merger Consideration and any cash in lieu of any fractional shares of Parent Nanometrics Delaware Common Stock payable pursuant to Section 2.2(d3.2(d), in accordance with the terms of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nanometrics Inc), Agreement and Plan of Merger (Nanometrics Inc)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding Certificates whose shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) 2.1 into the right to receive shares of Parent Common Stock SmartForce ADSs (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationSmartForce ADRs evidencing SmartForce ADSs (plus cash in lieu of fractional SmartForce ADSs, if any, and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by SmartForce, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a SmartForce ADR representing that number of whole shares of Parent Common Stock SmartForce ADSs which such holder has the right to receive pursuant to the provisions of Section 2.1 plus cash in accordance with Section 2.1(a) in respect lieu of the fractional shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), ) and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled dividends or distributions pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a valid transfer of ownership of shares of Company SkillSoft Common Stock which is not registered in the transfer records of the Company as of the Effective TimeSkillSoft, a certificate SmartForce ADR representing the proper number of SmartForce ADSs plus cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a transferee if person other than the person in whose name the Certificate evidencing so surrendered is registered, if such Company Common Stock Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a certificate representing the SmartForce ADRs evidencing SmartForce ADSs plus cash in lieu of fractional shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable dividends or distributions pursuant to Section 2.2(d)) as contemplated by this Section 2.2.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Skillsoft Corp), Agreement and Plan of Merger (Smartforce Public LTD Co)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct the Exchange Agent Surviving Corporation shall cause to mail be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Target Common Stock (the "Certificates") that Stock, whose shares were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Acquiror Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, (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 proper delivery receipt of the Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent Acquiror may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcash and certificates representing shares of Acquiror Common Stock (and cash in lieu of fractional shares). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly executed, completed and such other customary documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that cash and a certificate representing the number of whole shares of Parent Acquiror Common Stock and payment in lieu of fractional shares which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and 1.6 (C) any cash in lieu less the number of any fractional shares of Parent Acquiror Common Stock to which be deposited in the Escrow Fund on such holder is entitled holder's behalf pursuant to Section 2.2(dArticle VIII hereof), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Target Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to represent only evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive upon surrender an amount in cash in accordance with Section 1.6. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Section 8.3 hereof, Acquiror shall cause to be delivered to the Escrow Agent (as defined in Section 8.3 hereof) a certificate or certificates (the "Escrow Certificates") representing a number of shares of Parent Acquiror Common Stock, any dividends or other distributions payable Stock equal to the Escrow Consideration divided by the Closing Price (which shall be registered in the name of the Escrow Agent as nominee for such stockholders of Target). The "Escrow Consideration" shall be 5% multiplied by the Initial Target Stockholder Consideration otherwise deliverable to the Principal Stockholder pursuant to Section 2.2(c) and any cash 1.6 (calculated prior to reduction for the Debt in lieu excess of any fractional shares of Parent Common Stock payable $3,000,000 to be repaid pursuant to Section 2.2(d1.6(a)(iv) and Section 5.25). The shares deposited in the Escrow Fund shall be beneficially owned by the Principal Stockholder and shall be held in escrow and shall be available to compensate Acquiror for certain damages as provided in Article VIII. To the extent not used for such purposes, such shares shall be released, all as provided in Article VIII hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct and in any event within 10 business days after the Effective Time, Fxxxxx shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Apogent Common Stock (the "Certificates") that ”), which at the Effective Time were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock the Merger Consideration pursuant to Section 2.1 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent may substance reasonably specify that are not inconsistent with the terms of this Agreement), satisfactory to Fxxxxx and Apogent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing whole shares of Fxxxxx Common Stock, cash in lieu of any fractional shares pursuant to Section 2.1(e) and any dividends or other distributions payable pursuant to Section 2.2(c). Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Fxxxxx Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced (after taking into account all Certificates surrendered by such Certificate, (Bholder) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), and (C) any payment by cash or check in lieu of any fractional shares of Parent Common Stock to which such holder is entitled to receive pursuant to Section 2.2(d2.1(e) and any dividends or distributions payable pursuant to Section 2.2(c), after giving effect to any tax withholdings, and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Apogent Common Stock which is not registered in the transfer records of the Company as of the Effective TimeApogent, a certificate representing the proper number of shares of Parent Fxxxxx Common Stock may be issued to a transferee if Person (as defined in Section 8.3(n)) other than the Person in whose name the Certificate evidencing so surrendered is registered, if such Company Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Fxxxxx Common Stock is presented to a Person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied reasonable satisfaction of Fxxxxx that such tax has been paid or is not applicable. Until surrendered as contemplated by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered), each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(e) or Section 2.2(c)) upon surrender a certificate representing shares of Parent Common Stock, such surrender. No interest shall be paid or shall accrue on any dividends or other distributions amount payable pursuant to Section 2.1(e) or Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fisher Scientific International Inc), Agreement and Plan of Merger (Apogent Technologies Inc)

Exchange Procedures. As soon promptly as practicable after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior Shares entitled to receive the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted Merger Consideration pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock ): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationpursuant to such letter of transmittal. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor therefore: (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock such holder's Shares formerly evidenced represented by such Certificate, and (B) any dividends or other distributions to a check for the cash which such holder is entitled pursuant has the right to Section 2.2(c), receive in respect of such holder's Shares formerly represented by such Certificate and (C) any for cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d2.7(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.7(c), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.1(a), 2.7(c) or 2.7(e). In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of shares of Parent Common Stock which such holder has the right to receive in respect of such holder's Shares formerly represented by such Certificate and a check for cash which such holder has the right to receive in respect of such holder's Shares formerly represented by such Certificate, for cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.7(e) and for any dividends or other distributions to which such holder is entitled pursuant to Section 2.7(c) may be issued to a transferee if the Certificate evidencing representing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.7, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at all times after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stockthe Merger Consideration, any dividends or other distributions payable pursuant to Section 2.2(c) and any the cash in lieu of any fractional shares of Parent Common Stock payable to which such holder is entitled pursuant to Section 2.2(d2.7(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.7(c).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Caremark Rx Inc), Agreement and Plan of Merger (Advancepcs)

Exchange Procedures. As soon as practicable after Promptly following the Effective Time, Parent will instruct and Merger Sub shall cause the Exchange Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing whole shares of Parent Common Stock pursuant to Section 2.7(a), cash in lieu of any fractional shares pursuant to Section 2.7(e) and any dividends or other distributions pursuant to Section 2.8(d). Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, completed and such other customary documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor (A) certificates evidencing that the number of whole shares of Parent Common Stock which (after taking into account all Certificates surrendered by such holder has the right to receive in accordance with Section 2.1(aof record) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.7(a) (which, at the election of Parent, may be in uncertificated book entry form unless a physical certificate is requested by the holder of record or is otherwise required by applicable law or regulation), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.7(e) and any dividends or distributions payable pursuant to Section 2.8(d), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate Certificates so surrendered shall forthwith be canceled. In The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records holders of the Company as Certificates on the cash amounts payable upon the surrender of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer Certificates pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid2.8. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will Certificates shall be deemed from and after the Effective Time, for all corporate purposes, to represent evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive upon surrender a certificate representing an amount in cash in lieu of the issuance of any fractional shares of Parent Common Stock, in accordance with Section 2.7(e) and any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d2.8(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Micro Linear Corp /Ca/), Agreement and Plan of Merger (Sirenza Microdevices Inc)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct Globespan ------------------- shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Virata Certificate (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (ia) a letter of transmittal (which that shall specify that delivery shall be effected, and risk of loss and title (if a change of title is requested by the holder of the Virata Certificate on the transmittal letter) to the Virata Certificates shall pass, only upon proper delivery of the Virata Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent Globespan or Virata may reasonably specify that are not inconsistent with (such letter to be reasonably acceptable to Virata and Globespan prior to the terms of this Agreement), Effective Time) and (iib) instructions for use in effecting the surrender of the such Virata Certificates in exchange for the Merger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of fractional shares. Upon surrender of a Virata Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Virata Certificate shall be entitled to receive in exchange therefor (Aa) certificates evidencing that shares of Globespan Common Stock representing, in the aggregate, the whole number of whole shares of Parent Common Stock which that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the 3.1 (after taking into account all shares of Company Virata Common Stock formerly evidenced then held by such Certificateholder) and (b) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article III, (B) including cash in lieu of any fractional shares of Globespan Common Stock pursuant to Section 3.7 and dividends and other distributions pursuant to Section 3.5. No interest will be paid or will accrue on any cash payable pursuant to Section 3.5 or Section 3.7. In the event of a transfer of ownership of Virata Common Stock that is not registered in the transfer records of Virata, one or more shares of Globespan Common Stock evidencing, in the aggregate, the proper number of shares of Globespan Common Stock, a check in the proper amount of cash that such holder has the right to receive pursuant to the provisions of this Article III, including cash in lieu of any fractional shares of Globespan Common Stock pursuant to Section 3.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)3.5, and (C) any cash in lieu of any fractional shares of Parent shall be issued with respect to such Virata Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Virata Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Virata Corp), Agreement and Plan of Merger (Virata Corp)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct shall, or shall cause the Exchange Agent to to, mail to each holder Holder, as of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Time, of Company Common Stock (the "Certificates") that SXCP Public Units whose SXCP Public Units were converted pursuant to Section 2.1(a) into the right to receive shares the Merger Consideration a form of Parent Common Stock (i) a letter of transmittal (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the SXCP Certificates shall pass, only upon proper delivery of the SXCP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) to the Exchange Agent or, in the case of Book-Entry SXCP Common Units, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in such customary form and have such other provisions as Parent and SXCP may reasonably specify that are not inconsistent with agree prior to the terms Effective Time) and instructions for effecting the Surrender of such SXCP Certificates (or lost certificate affidavit as contemplated by this AgreementSection 2.2(b)) or Book-Entry SXCP Common Units in exchange for, as applicable, whole shares of Parent Common Stock, any dividends or distributions payable pursuant to Section 2.2(c) and/or (d) and any Fractional Share Proceeds. Subject to Section 2.2(c), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation upon Surrender to the Exchange Agent of such SXCP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry SXCP Common Units, together with such letter properly completed and duly executed Letter of transmittal, duly executed, Transmittal and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder Holder of such an SXCP Certificate (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry SXCP Common Units shall be entitled to receive in exchange therefor therefor, as applicable, (Ai) certificates evidencing that number of whole shares of Parent Common Stock (which such holder has the right to receive shall be in accordance with Section 2.1(auncertificated book-entry form unless a physical certificate is requested) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder Holder is entitled pursuant to Section 2.2(c2.1(c)(i), and (Cii) any cash the Fractional Share Proceeds, if any, payable in lieu of any fractional shares of Parent Common Stock otherwise issuable, and (iii) any dividends or distributions payable pursuant to Section 2.2(c) and/or (d) to which such holder Holder is entitled entitled. The instructions for effecting the Surrender of SXCP Certificates shall set forth procedures that must be taken by the Holder of any SXCP Certificate that has been lost, destroyed or stolen; it shall be a condition to the right of such Holder to receive the Merger Consideration, the Fractional Share Proceeds, if any, and any dividends or distributions payable pursuant to Section 2.2(d)2.2(c) and/or (d) that the Exchange Agent shall have received, after giving effect along with the Letter of Transmittal, a duly executed lost certificate affidavit, including an agreement to any tax withholdingsindemnify Parent, and signed exactly as the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records name or names of the Company as registered Holder or Holders of SXCP Public Units appeared on the Effective Time, a certificate representing the proper number books of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, SXCP immediately prior to the Effective Time, represented shares together with a customary bond and such other documents, in each case, as Parent may reasonably require in connection therewith. After the Effective Time, there shall be no further transfer on the records of Company SXCP or its transfer agent of SXCP Certificates or Book-Entry SXCP Common Stock will be deemed from and Units (provided, however, that the foregoing shall not restrict the transfer of any SXCP Partnership Interests other than the SXCP Public Units after the Effective Time); and if such SXCP Certificates or Book-Entry SXCP Common Units are presented to SXCP or its transfer agent for transfer, for all corporate purposesthey shall be canceled against delivery of the appropriate Merger Consideration, any Fractional Share Proceeds and any dividends and distributions payable pursuant to Section 2.2(c) and/or (d) as hereinabove provided. Until Surrendered as contemplated by this Section 2.2(b), each SXCP Certificate or Book-Entry SXCP Common Unit shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stocksuch Surrender the appropriate Merger Consideration, together with any dividends or other and distributions payable pursuant to Section 2.2(c) and and/or (d), the appropriate Fractional Share Proceeds as contemplated by this Section 2.2. No interest will be paid or will accrue on any cash in lieu of Fractional Share Proceeds or any fractional shares of Parent Common Stock dividends or distributions payable pursuant to Section 2.2(d2.2(c) and/or (d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SunCoke Energy Partners, L.P.), Agreement and Plan of Merger (SunCoke Energy, Inc.)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to Coastal's exchange agent shall mail to each holder the former shareholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) a letter of First Capital appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of First Capital Common Stock shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent and shall exchange agent). After the Effective Time, each holder of shares of First Capital Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters' rights of appraisal have been perfected as provided in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms Section 3.4 of this Agreement), ) issued and (ii) instructions for use in effecting outstanding at the Effective Time shall surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation certificate or certificates representing such shares to the Exchange Agent together with such letter of transmittal, duly executed, exchange agent and such other customary documents shall as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to soon as reasonably practicable after surrender thereof receive in exchange therefor (A) certificates evidencing that number the consideration provided in Section 3.1 of whole shares of Parent Common Stock which such holder has the right to receive in accordance this Agreement, together with Section 2.1(a) all undelivered dividends or distributions in respect of the such shares of Company Common Stock formerly evidenced by such Certificate, (Bwithout interest thereon) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of First Capital Common Stock issued and (C) any outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional shares share of Parent Coastal Common Stock to which such holder may be otherwise entitled (without interest). Coastal shall not be obligated to deliver the consideration to which any former holder of First Capital Common Stock is entitled pursuant to as a result of the Merger until such holder surrenders his certificate or certificates representing the shares of First Capital Common Stock for exchange as provided in this Section 2.2(d), after giving effect to any tax withholdings, and the Certificate 4.1. The certificate or certificates of First Capital Common Stock so surrendered shall forthwith be canceledduly endorsed as Coastal may require. In the event Any other provision of this Agreement notwithstanding, Coastal shall not be liable to a transfer holder of ownership of shares of Company First Capital Common Stock which is not registered for any amounts paid or property delivered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued good faith to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer public official pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)abandoned property Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Coastal Banking Co Inc), Agreement and Plan of Merger (First Capital Bank Holding Corp)

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth business day following the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates Shares, which immediately prior to at the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the Certificates Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), Agent) and (ii) instructions for use in effecting the surrender of the Certificates Shares in exchange for the Merger Considerationcertificates representing whole Series B Units (or appropriate alternative arrangements shall be made by Parent if uncertificated Series B Units will be issued), cash in lieu of any fractional Series B Units pursuant to Section 2.1(d) and any distributions payable pursuant to Section 2.2(c). Upon surrender of a Certificate Shares for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate Shares shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced Series B Units (after taking into account all Shares surrendered by such Certificate, (Bholder) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.1, and (C) any payment by cash or check in lieu of any fractional shares of Parent Common Stock to Series B Units which such holder is entitled to receive pursuant to Section 2.2(d2.1(d) and any distributions payable pursuant to Section 2.2(c), after giving effect to any tax withholdings, and the Certificate Shares so surrendered shall forthwith be canceledcancelled. In If any portion of the event of a transfer of ownership of shares of Company Common Stock which Merger Consideration is not to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer records and that the person requesting such delivery of the Company Merger Consideration pay any transfer or other similar Taxes required as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing Exchange Agent that such Company Common Stock Tax has been paid or is presented to the Exchange Agent, accompanied not payable. Until surrendered as contemplated by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered), each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will Share shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon surrender a certificate representing shares of Parent Common Stock, such surrender. No interest shall be paid or shall accrue on any dividends or other distributions amount payable pursuant to Section 2.1(d) or Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Southern Union Co)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Certificate (i) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement)Agent, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent and Public Company, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate or book entry account representing that number of whole shares of Parent Public Company Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in accordance with Section 2.1(a) in respect lieu of the fractional shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), ) and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled dividends or distributions then payable pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of shares of Company Merger Partner Common Stock which is not registered in the transfer records of the Company as of the Effective TimeMerger Partner, a certificate representing the proper number of whole shares of Parent Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a transferee if person other than the person in whose name the Certificate evidencing so surrendered is registered, only if such Company Common Stock Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon surrender a certificate representing shares of Parent Public Company Common Stock, any dividends or other distributions payable Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock dividends or distributions then payable pursuant to Section 2.2(d)) as contemplated by this Section 2.2.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Millendo Therapeutics, Inc.), Agreement and Plan of Merger (IMARA Inc.)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Shares (other than holders of Company Common Stock (the "Certificates"Excluded Shares) that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably specify that are not inconsistent with the terms of this Agreement)agree, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration(A) certificates representing shares of Parent Common Stock or Parent Preferred Stock, as applicable, and (B) if applicable, any cash, unpaid dividends or other distributions and cash in lieu of fractional shares. Upon Subject to Section 4.2(h), upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (Ax) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which or Parent Preferred Stock, as applicable, that such holder is entitled to receive pursuant to this Article IV, (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash in lieu of fractional shares plus (B) any cash, including unpaid non-stock dividends and any other dividends or other distributions, that such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any cash in lieu the provisions of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdingsthis Article IV, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of shares of Parent Common Stock or Parent Preferred Stock, as applicable, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate evidencing formerly representing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).to

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Bankers Insurance Group Inc), Agreement and Plan of Merger (American Bankers Insurance Group Inc)

Exchange Procedures. As soon promptly as practicable after the Effective Time, Parent will instruct ATC shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior Shares entitled to receive the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted Merger Consideration pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock ): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationpursuant to such letter of transmittal. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor therefor: (A) certificates evidencing a certificate representing that number of whole shares of Parent ATC Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock Shares formerly evidenced represented by such CertificateCertificate after taking into account all Shares then held by such holder, and (B) cash in lieu of any fractional shares of ATC Common Stock to which such holder is entitled pursuant to Section 2.4(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.4(c), and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.4(c) or (C) any e). In the event of a transfer of ownership of Shares that is not registered in the transfer records of SpectraSite, a certificate representing the proper number of shares of ATC Common Stock and a check for cash in lieu of any fractional shares of Parent ATC Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect 2.4(e) and for any dividends or other distributions to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which such holder is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock entitled pursuant to Section 2.4(c) may be issued to a transferee if the Certificate evidencing representing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.4, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at all times after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stockthe Merger Consideration, any dividends or other distributions payable pursuant to Section 2.2(c) and any the cash in lieu of any fractional shares of Parent ATC Common Stock payable to which such holder is entitled pursuant to Section 2.2(d2.4(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(c).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Tower Corp /Ma/), Agreement and Plan of Merger (Spectrasite Inc)

Exchange Procedures. As soon as practicable Promptly after the Merger 1 Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record (as of the Merger 1 Effective Time) of a certificate or certificates (the “Certificates”) which immediately prior to the Merger 1 Effective Time represented outstanding shares Shares of Company Common Stock or non-certificated Shares of Company Common Stock represented by book-entry (the "Certificates"“Book-Entry Shares”) that whose shares were converted pursuant to Section 2.1(a) into the right to receive the Merger Consideration pursuant to Section 1.6(a), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Exchange Agent and shall be in such customary form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for certificates representing whole shares of Parent Common Stock, CVRs and the cash, if any, constituting the Merger Consideration, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Certificate Certificates or Book-Entry Shares for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions thereto and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of record of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor (A) certificates evidencing that the number of whole shares of Parent Common Stock which (after taking into account all Certificates and Book-Entry Shares surrendered by such holder has the right to receive in accordance with Section 2.1(aof record) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c1.6(a) (which, at the election of Parent, may be in uncertificated book entry form unless a physical certificate is requested by the holder of record or is otherwise required by applicable Legal Requirements or regulation), and (C) any cash in lieu the portion of any fractional shares of Parent Common Stock the cash, if any, constituting the Merger Consideration to which such holder is entitled pursuant to Section 2.2(d1.6(a), after giving effect the CVRs to which such holder is entitled pursuant to Section 1.6(a), the payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.6(f) and any tax withholdingsdividends or distributions payable pursuant to Section 1.7(d), and the Certificate Certificates and Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares Shares of Company Common Stock which is not registered in the transfer records of the Company as Company, the Merger Consideration to which such holder is entitled pursuant to Section 1.6(a), the payment in lieu of fractional shares which such holder has the Effective Timeright to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), a certificate representing the proper number of shares of Parent Common Stock may be issued paid to a transferee if the Certificate evidencing Certificates or Book-Entry Shares representing such shares of Company Common Stock is are presented and surrendered to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) transfer, such other documents and guarantees as may be required by the Exchange Agent and by evidence that any applicable stock transfer taxes have been paid, and any such Certificates or Book-Entry Shares so presented and surrendered shall be forthwith canceled. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates and Book-Entry Shares will be deemed from and after the Merger 1 Effective Time, for all corporate purposes, to represent only evidence (i) the ownership of the number of full shares of Parent Common Stock into which such Shares of Company Common Stock shall have been so converted pursuant to Section 1.6(a), (ii) the right to receive upon surrender a certificate representing the cash portion, if any, constituting the Merger Consideration to which such holder is entitled pursuant to Section 1.6(a), (iii) the CVRs to which such holder is entitled pursuant to Section 1.6(a), (iv) the right to receive an amount in cash in lieu of the issuance of any fractional shares of Parent Common Stock, in accordance with Section 1.6(f) and (v) any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d1.7(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger (Pharmacopeia Inc)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct Avanex ------------------- shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates which (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Oplink Common Stock (the "Certificates") that whose shares were converted into shares of Avanex Common Stock pursuant to Section 2.1(a1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) into the right and any dividends or other distributions pursuant to receive shares of Parent Common Stock Section 1.6(d), (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Avanex may reasonably specify that are not inconsistent with the terms of this Agreementspecify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Merger ConsiderationExchange Agent. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions thereto and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the each holder of such a Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that representing the number of whole shares of Parent Avanex Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced (after taking into account all Certificates surrendered by such Certificate, (Bholder) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes, to represent only evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and the right to receive upon surrender a certificate representing an amount of cash in lieu of the issuance of any fractional shares of Parent Common Stock, in accordance with Section 1.5(g) and any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d1.6(d).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Avanex Corp), Agreement and Plan of Reorganization (Avanex Corp)

Exchange Procedures. As soon as practicable Promptly, but in any event within ten Business Days after the Effective Time, Parent will instruct Purchaser shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Certificate (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 proper delivery of the Company Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the such Company Certificates in exchange for the Merger Consideration. Upon surrender of a Company Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that the number of whole shares of Parent Purchaser Common Stock which that such holder has the right to receive pursuant to Section 1.8 (which shall be in accordance with Section 2.1(auncertificated book-entry form unless a physical certificate is requested) and (B) a check in respect the amount of the aggregate Cash Consideration that such holder has the right to receive pursuant to Section 1.8 and for the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional shares of Purchaser Common Stock pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on the Cash Consideration or on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Company Common Stock formerly evidenced by which is not registered in the transfer records of Company, the proper number of shares of Purchaser Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) and a check in the amount of the aggregate Cash Consideration that such Certificateholder has the right to receive pursuant to Section 1.8, (B) the cash in lieu of any fractional shares of Purchaser Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.3, may be issued and (C) any cash in lieu of any fractional shares of Parent paid with respect to such Company Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Company Certificate evidencing representing such shares of Company Common Stock is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wellpoint Health Networks Inc /De/), Agreement and Plan of Merger (Anthem Inc)

Exchange Procedures. As The Surviving Corporation shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately prior to before the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that whose shares were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal in a form reasonably agreed between the parties (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Book Entry Shares shall pass, only upon proper delivery of the Certificates Book Entry Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), Agent) and (ii) instructions for use in effecting the surrender of the Certificates Book Entry Shares in exchange for the Merger Consideration. Upon surrender of a Certificate Book Entry Shares for cancellation cancelation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate Book Entry Shares shall be entitled to receive in exchange therefor (A) certificates evidencing that the number of whole shares of Parent Common Stock Stock, if any, which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares aggregate number of Company Common Stock formerly evidenced previously represented by such Certificate, (B) any dividends or other distributions to which such holder is entitled Book Entry Shares shall have been converted pursuant to Section 2.2(c), and 2.01(c) (CConversion of Company Common Stock) any cash in lieu of any fractional shares of Parent Common Stock into the right to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdingsreceive, and the Certificate Book Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of payment may be made and shares of Parent Common Stock may be issued to a transferee Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Certificate evidencing Person requesting such Company Common Stock is presented payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the Exchange Agentsatisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), accompanied until surrendered as contemplated by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered2.02, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will Book Entry Share shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a certificate representing shares of Parent the Merger Consideration into which the Company Common Stock, any dividends or other distributions payable Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d2.01(c).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Apexigen, Inc.), Agreement and Plan of Merger (Pyxis Oncology, Inc.)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Certificate (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 proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent Qwest may reasonably specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that one or more shares of Qwest Common Stock representing, in the aggregate, the whole number of whole shares of Parent Common Stock which that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the 1.8 (after taking into account all shares of Company LCI Common Stock formerly evidenced then held by such Certificate, holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional shares of Qwest Common Stock pursuant to Section 2.5. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of LCI Common Stock which is not registered in the transfer records of LCI, one or more shares of Qwest Common Stock evidencing, in the aggregate, the proper number of shares of Qwest Common Stock, a check in the proper amount of cash in lieu of any fractional shares of Qwest Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.3, and (C) any cash in lieu of any fractional shares of Parent may be issued with respect to such LCI Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing representing such Company shares of LCI Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Qwest Communications International Inc), Agreement and Plan of Merger (Lci International Inc /Va/)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record record, as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Time, of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Company Common Stock shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent may reasonably specify that are not inconsistent with (such letter to be reasonably acceptable to the terms of this Agreement), Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more certificates evidencing that for Parent Ordinary Shares representing, in the aggregate, the whole number of whole shares of Parent Common Stock which Ordinary Shares that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the 1.8 (after taking into account all shares of Company Common Stock formerly evidenced surrendered by such Certificate, holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, consisting of cash in lieu of any fractional Parent Ordinary Shares pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, one or more certificates for Parent Ordinary Shares evidencing, in the aggregate, the proper number of Parent Ordinary Shares, a check in the proper amount of cash in lieu of any fractional Parent Ordinary Shares pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.3, and (C) any cash in lieu of any fractional shares of Parent may be issued with respect to such Company Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Castlewood Holdings LTD), Agreement and Plan of Merger (Enstar Group Inc)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Certificate (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 proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent SPSS may reasonably specify that are not inconsistent with (such letter to be reasonably acceptable to ShowCase prior to the terms of this Agreement), Effective Time) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that one or more shares of SPSS Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of whole shares of Parent Common Stock which that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the 1.8 (after taking into account all shares of Company ShowCase Common Stock formerly evidenced then held by such Certificate, holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional shares of SPSS Common Stock pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of ShowCase Common Stock which is not registered in the transfer records of ShowCase, one or more shares of SPSS Common Stock evidencing, in the aggregate, the proper number of shares of SPSS Common Stock, a check in the proper amount of cash in lieu of any fractional shares of SPSS Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.3, and (C) any cash in lieu of any fractional shares of Parent may be issued with respect to such ShowCase Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing representing such Company shares of ShowCase Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Showcase Corp /Mn), Agreement and Plan of Merger (SPSS Inc)

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the second business day following the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates Shares, which immediately prior to at the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the Certificates Shares to the Exchange Agent and which shall be in such form and have such other provisions as substance reasonably satisfactory to Parent may reasonably specify that are not inconsistent with and the terms of this Agreement), Company) and (ii) instructions for use in effecting the surrender of the Certificates Shares in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of representing whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the (or appropriate alternative arrangements shall be made by Parent if uncertificated shares of Company Parent Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(cwill be issued), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b2.1(d) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c). Upon surrender of Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) and any to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment by cash or check in lieu of any fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(d2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any transfer or other similar Taxes required as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on any amount payable pursuant to Section 2.1(d) or Section 2.2(c).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rri Energy Inc), Agreement and Plan of Merger (Mirant Corp)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation on behalf of Parent will instruct shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock, Preferred Stock or Senior Preferred Stock (the "Certificates") that were whose shares are converted pursuant to Section 2.1(a2.01(c) into the right to receive shares of Parent Common Stock Shares (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other customary provisions as Parent the Surviving Corporation may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationParent Shares and cash. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, transmittal duly executed, executed and such other customary documents as may be required pursuant to such instructionscompleted in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing therefore a holding statement representing shares registered on the books of the Parent representing that number of whole shares of duly and validly authorized Parent Common Stock Shares which such holder has the right to receive at Closing pursuant to the provisions of this Article II. Thereafter, subject to completion of the procedures specified in Section 2.01(c)(iv), and less the Holdback Shares, such holder shall be entitled to receive a holding statement representing the additional Parent Shares and cash, if any, which such holder has the right to receive after final resolution of the Net Liabilities and any increases or decreases in the Parent Share Consideration in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.01(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdingsas adjusted, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock, Preferred Stock or Senior Preferred Stock which is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate holding statement representing the proper appropriate number of shares of whole Parent Common Stock Shares may be issued to a transferee if the Certificate evidencing representing such Company Common Stock, Preferred Stock or Senior Preferred Stock is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paidpaid and that all applicable United States and Australian federal or state securities laws have been complied with. Until so surrenderedsurrendered as contemplated by this Section 2.02(b), each outstanding Certificate that, prior to shall be deemed at any time after the Effective TimeTime for all corporate purposes of Parent, represented except as limited by paragraph (c) below, to represent ownership of the number of duly and validly authorized Parent Shares into which the number of shares of Company Common Stock, Preferred Stock will or Senior Preferred Stock, as the case may be, shown thereon have been converted as contemplated by this Article II. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be deemed from and after lost, stolen or destroyed, Parent shall, as promptly as practicable following the Effective Timereceipt by Parent of the foregoing documents, issue in exchange for all corporate purposessuch lost, to represent only stolen or destroyed Certificate that portion of the Parent Shares represented by the lost, stolen or destroyed Certificate in exchange therefore which the Company’s stockholder has the right to receive upon surrender a certificate representing shares receive. The Board of Directors of Parent Common Stockmay in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to provide to Parent an indemnity agreement, but not a bond, against any dividends claim that may be made against Parent with respect to the Certificate alleged to have been lost, stolen or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)destroyed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Progen Pharmaceuticals LTD), Agreement and Plan of Merger (Progen Pharmaceuticals LTD)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that ), which at the Effective Time were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock the Merger Consideration pursuant to Section 2.1 hereof, (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, cash in lieu of any fractional shares pursuant to Section 2.1(e) and any dividends or other distributions payable pursuant to Section 2.2(c). Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor (A) a certificate or certificates evidencing representing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced (after taking into account all Certificates surrendered by such Certificate, (Bholder) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), and (C) any cash payment in lieu of any fractional shares of Parent Common Stock to which such holder is entitled to receive pursuant to Section 2.2(d2.1(e) and any dividends or distributions payable pursuant to Section 2.2(c), after giving effect to any tax withholdings, and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if Person (as defined in Section 8.3(jj)) other than the Person in whose name the Certificate evidencing so surrendered is registered, if such Company Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock is presented to a Person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered), each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(e) or Section 2.2(c)) upon surrender a certificate representing shares of Parent Common Stock, such surrender. No interest shall be paid or shall accrue on any dividends or other distributions amount payable pursuant to Section 2.1(e) or Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (Mylan Laboratories Inc)

Exchange Procedures. As soon promptly as practicable after the Effective Time and in no event more than ten (10) calendar days after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail or otherwise deliver to each holder record holder, as of record the Effective Time, of a certificate an outstanding Certificate or certificates which Book Entry Share that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (that has been converted at the "Certificates") that were converted pursuant to Section 2.1(a) Effective Time into the right to receive shares the applicable Merger Consideration pursuant to this Article II and that has not theretofore submitted its Certificates or Book Entry Shares with a Form of Parent Common Stock Election (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shares of Company Common Stock shall pass, only upon proper delivery of the Certificates corresponding certificates (the “Certificates”) representing such shares to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to non-certificated shares represented by book entry (“Book Entry Shares”), and shall be in such customary form as directed by Parent and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreementacceptable to Company), and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the Merger ConsiderationConsideration payable in respect of the shares of Company Common Stock represented thereby. Upon Promptly after the Effective Time, upon surrender of a Certificate Certificates or Book Entry Shares for cancellation to the Exchange Agent together with such letter letters of transmittal, properly completed and duly executed, and such other customary documents as may be required pursuant to such instructions, the holder holders of such Certificate Certificates or Book Entry Shares shall be entitled to receive in exchange therefor therefor, upon completion of the calculations required by Section 2.8(a), (A) certificates evidencing that number of whole shares of Parent Common Stock representing, in the aggregate, the Stock Consideration to which such holder of Company Common Stock shall have become entitled to receive in accordance with, and subject to, Sections 2.8(a), 2.10 and 2.11 and/or (B) a check or wire of immediately available funds in the amount equal to the aggregate amount of cash that such holder has the right to receive in respect of (i) the Cash Consideration which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificatesurrendered Certificates or Book Entry Shares in accordance with, and subject to, Sections 2.8(a), 2.10 and 2.111, and (Bii) any dividends or and other distributions to which such holder is entitled pursuant to Section 2.2(c), 2.12(c) and (C) any cash payable in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d2.12(e). No interest shall be paid or accrued on any Merger Consideration. The Exchange Agent and Parent, after giving effect as the case may be, shall not be obligated to deliver certificated or book entry shares of Parent Common Stock and/or the Cash Consideration (or any tax withholdingscash in lieu of fractional shares) to which a holder of Parent Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificates or Book Entry Shares representing the shares of Company Common Stock for exchange as provided in this Section 2.12, or an appropriate affidavit of loss and the Certificate so surrendered shall forthwith indemnity agreement and/or a bond in an amount as may be canceledrequired in each case by Parent. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as Company, the Merger Consideration payable in respect of the Effective Time, a certificate representing the proper number of such shares of Parent Company Common Stock may be issued paid to a transferee if the Certificate evidencing representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and the Person requesting such exchange shall pay to this Section 2.2(b) and the Exchange Agent in advance any transfer or other Taxes required by evidence reason of the delivery of the Merger Consideration in any name other than that any applicable stock transfer taxes of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends paid or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)are not payable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ConnectOne Bancorp, Inc.), Agreement and Plan of Merger (Bancorp of New Jersey, Inc.)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, but in no event more than 5 days after the Effective Time, Parent will instruct and the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Certificate (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 proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent may reasonably specify that are not inconsistent with (such letter to be reasonably acceptable to the terms of this Agreement), Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the 1.7 (after taking into account all shares of Company Common Stock formerly evidenced then held by such Certificate, holder) and (B) if required, a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, one or more shares of Parent Common Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock, a check in the proper amount of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.3, and (C) any cash in lieu of any fractional shares of Parent may be issued with respect to such Company Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to paid as the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)Exchange Agent may require.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pepsico Inc), Agreement and Plan of Merger (Quaker Oats Co)

Exchange Procedures. As soon as practicable Promptly after the Effective TimeTime (but in any event within five business days thereof), Parent will instruct Buyer shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Seller Common Stock (the "Certificates") that whose shares were converted pursuant to Section 2.1(a) 2.01 into the right to receive shares of Parent Buyer Common Stock (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Buyer may reasonably specify specify; provided, however, that are such other provisions shall not inconsistent with materially adversely effect the terms of this Agreement), the consideration to be received by Seller's stockholders in the Merger) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Buyer Common Stock (plus cash in lieu of fractional shares, if any, of Buyer Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Buyer, together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing and Buyer shall cause the Exchange Agent to promptly deliver to such holder a certificate representing that number of whole shares of Parent Buyer Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any the provisions of this Article II plus cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d2.02(e) and any dividends or distributions pursuant to Section 2.02(c), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith immediately be canceled. In the event of a transfer of ownership of shares of Company Seller Common Stock which is not registered in the transfer records of the Company as of the Effective TimeSeller, a certificate representing the proper number of shares of Parent Buyer Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued to a transferee if the Certificate evidencing representing such Company Seller Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a the certificate representing shares of Parent Buyer Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any Stock plus cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02.

Appears in 2 contracts

Samples: Employment Agreement, Agreement and Plan of Merger (Eg&g Inc)

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Exchange Procedures. As soon as practicable Promptly after the Effective TimeTime (and in no event later than five (5) Business Days thereafter), Parent will instruct or the Exchange Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a certificate Certificate or certificates Book-Entry Shares which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that whose shares were converted pursuant to Section 2.1(a2.1(c) into the right to receive shares of Parent Common Stock the Merger Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery surrender of the Certificates (or affidavits of loss in lieu thereof pursuant to Section 2.2(g) hereof) or Book-Entry Shares to the Exchange Paying Agent and shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent and the Company may mutually agree or the Paying Agent may reasonably specify that are not inconsistent with the terms of this Agreementspecify), and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, transmittal duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsinstructions or receipt of an “agent’s message” with respect to a Book-Entry Share, the holder of such Certificate or such Book-Entry Share shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has cash equal to the right to receive in accordance with Section 2.1(a) Merger Consideration payable in respect of the shares of Company Common Stock formerly evidenced previously represented by such Certificate, (B) any dividends Certificate or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdingsBook-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a transferee if Person other than the Person in whose name the Certificate evidencing or Book-Entry Share so surrendered is registered, if such Company Common Stock Certificate or such Book-Entry Share is presented to the Exchange Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate thator Book-Entry Share, prior to the Effective Timeas applicable, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive receive, upon such surrender the Merger Consideration. No interest shall be paid or accrue on any cash payable upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)Certificate or Book-Entry Share.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Clearwater Paper Corp), Agreement and Plan of Merger (Cellu Tissue Holdings, Inc.)

Exchange Procedures. As soon as practicable after the Effective Time, Parent will instruct Upgrade shall cause the Exchange Agent to mail to each holder of record as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "a Certificate or Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock , (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing Upgrade Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, duly executed, transmittal and such other customary documents as may be required pursuant to such instructionsthe Exchange Agent shall require, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that the number of whole shares of Parent Upgrade Common Stock to which such the holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any 2.1 hereof plus cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to as provided in Section 2.2(d), after giving effect to any tax withholdings, and the 2.1.6. The Certificate so surrendered shall forthwith be canceled. In the event Notwithstanding any other provision of a transfer this Agreement, until holders of ownership of Certificates have surrendered them for exchange as provided herein, (i) no dividends or other distributions shall be paid with respect to any shares of Company Common Stock which is not registered in the transfer records of the Company represented by such Certificates and no payment for fractional shares shall be made, and (ii) without regard to when such Certificates are surrendered for exchange as of the Effective Timeprovided herein, a certificate representing the proper number of shares of Parent Common Stock may no interest shall be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, paid on any dividends or other distributions payable or any payment for fractional shares. Upon surrender of a Certificate, there shall be paid to the holder of such Certificate the amount of any dividends or other distributions which after the Effective Time became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Upgrade Common Stock represented by the certificate or certificates issued upon such surrender. If any certificate for Upgrade Common Stock is to be issued in a name other than in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange pay any transfer or other taxes required by reason of the issuance of certificates for such shares of Upgrade Common Stock in a name other than that of the registered holder of the Certificate surrendered, or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. In connection with its undertakings pursuant to this Section 2.2(c) and 2.2.3, the Exchange Agent shall be entitled to withhold any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)income taxes as required by the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Upgrade International Corp /Fl/), Agreement and Plan of Reorganization (Pathways Group Inc)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange and Paying Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company NU Common Stock Shares together with the associated NU Rights (the "Certificates") that whose shares were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock the Merger Consideration pursuant to this Article II, (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 proper delivery of the Certificates to the Exchange and Paying Agent and shall be in such form and have such other provisions as Parent CEI and NU may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Appropriate adjustments to the exchange procedures set forth in this Section 2.04(b) will be made to account for NU Shareholders who have previously submitted Certificates pursuant to Section 2.02(b). Upon surrender of a Certificate for cancellation cancelation to the Exchange Agent and Paying Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange and Paying Agent, the holder of such Certificate shall be entitled to receive and the Exchange and Paying Agent shall deliver, as the case may be, in exchange therefor (Ai) certificates evidencing a certificate representing that number of whole shares of Parent Company Common Stock which (together with certain dividends or other distributions in accordance with Section 2.04(c), cash in lieu of fractional shares in accordance with Section 2.04(e) and any cash payable pursuant to Section 2.03) that such holder has the right to receive in accordance with Section 2.1(aor (ii) in respect the amount of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which cash that such holder is entitled to receive, in each case pursuant to Section 2.2(c), and (C) any cash in lieu the provisions of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdingsthis Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company NU Common Stock which Shares and the associated NU Rights that is not registered in the transfer records of the Company as of the Effective TimeNU, a certificate representing the proper number of shares of Parent Company Common Stock may be issued to a transferee if person other than the person in whose name the Certificate evidencing so surrendered is registered if such Company Common Stock is presented to Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Exchange Agent, accompanied person requesting such issuance shall pay any transfer or other taxes required by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to reason of the Effective Time, represented issuance of shares of Company Common Stock will to a person other than the registered holder of such Certificate or establish to the satisfaction of the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.04, each Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a certificate representing shares the Merger Consideration, which the holder thereof has the right to receive in respect of Parent Common Stocksuch Certificate pursuant to the provisions of this Article II, any certain dividends or other distributions payable pursuant to in accordance with Section 2.2(c2.04(c) and any cash in lieu of any fractional shares of Parent Company Common Stock in accordance with Section 2.04(e). No interest shall be paid or will accrue on the Merger Consideration or any cash payable to holders of Certificates pursuant to Section 2.2(d)the provisions of this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Northeast Utilities System), Agreement and Plan of Merger (Consolidated Edison Inc)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) a form of letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1 (after taking into account all Shares then held by such holder) and (B) a check in accordance with the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(a) in respect 2.7 and any dividends and other distributions pursuant to Section 2.5. No interest will be paid or will accrue on any cash payable pursuant to this Article II. In the event of the shares a transfer of ownership of Company Common Stock formerly evidenced by such Certificatewhich is not registered in the transfer records of the Company, (B) shares of Parent Common Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock, a check in the proper amount of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.5, and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued with respect to such Shares to such a transferee if the Certificate evidencing representing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes Taxes (as hereinafter defined) have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Interpublic Group of Companies Inc), Agreement and Plan of Merger (Nfo Worldwide Inc)

Exchange Procedures. As soon promptly as practicable after the Effective Time, Parent will instruct the Exchange Agent to mail send to each record holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Certificate (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 proper delivery to Parent of the Certificates to the Exchange Agent and a duly executed Joinder Agreement, and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon As soon as reasonably practicable after the Effective Time, each holder of a Certificate, upon surrender of a the Certificate for cancellation to the Exchange Agent Parent together with such letter of transmittaltransmittal and Joinder Agreement, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby Parent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate or certificates evidencing that representing the number of whole full shares of Parent Common Stock which such holder has Stock, and the right to receive in accordance with Section 2.1(a) amount of cash, if any, in respect of fractional shares and any dividends or other distributions to which holders are entitled pursuant to Section 2.2 hereof, into which the aggregate number of shares of Company Common Stock formerly evidenced previously represented by such CertificateCertificate shall have been converted pursuant to this Agreement. The letter of transmittal, (B) as executed by such holder, shall include such holder’s consent to the placement of the Stop Transfer Order against such certificate or certificates conformably with the provisions of Section 10.2(c). Parent shall accept such Certificates upon compliance with such reasonable terms and conditions as Parent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. No interest will be paid or will accrue on any cash payable in lieu of fractional shares or pursuant to Section 2.2 hereof. In the event that any Merger Consideration is to be paid in a name other than that in which the Certificate surrendered for exchange is registered, as the result of a transfer of ownership of Company Common Stock which was not registered in the transfer records of the Company, one or more certificates evidencing, in the aggregate, the proper number of shares of Parent Common Stock, a check in the proper amount in lieu of fractional shares and with respect to any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.2 hereof, and (C) any cash in lieu of any fractional shares of Parent may be issued with respect to such Company Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate person so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee named only if the Certificate evidencing representing such shares of Company Common Stock is presented to Parent, properly endorsed, with signature guaranteed, or otherwise in proper form for transfer to the Exchange Agentperson so named, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Babyuniverse, Inc.), Agreement and Plan of Merger (eToys Direct, Inc.)

Exchange Procedures. As soon At or prior to the Effective Time Parent shall deposit with the Exchange Agent (as practicable defined below), in trust for the benefit of the holders of Company Shares, certificates representing shares of Parent Common Stock issuable pursuant to Section 4.1(a), and an amount of cash sufficient to pay cash in lieu of fractional shares in accordance with Section 4.2(d). Parent shall make sufficient funds available to the Exchange Agent from time to time as needed to pay cash in respect of dividends or other distributions in accordance with Section 4.2(b). Promptly after the Effective Time, but in no event later than three business days following the Closing Date, the Surviving Corporation shall cause an exchange agent (the "Exchange Agent"), selected by Parent will instruct with the Exchange Agent Company's prior approval, which shall not be unreasonably withheld, to mail to each holder of record as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of a Certificate in respect of Company Common Stock Shares (the "Certificates"other than holders of a Certificate in respect of Excluded Company Shares) that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify specifying that delivery of the Certificates shall be effected, and that risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss and indemnity undertakings or indemnity bonds, as the case may be, in lieu thereof) to the Exchange Agent and shall Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably specify that are not inconsistent with the terms of this Agreement)agree, and (ii) instructions for use in effecting the surrender of exchanging the Certificates for (A) certificates representing shares of Parent Common Stock and (B) any cash in exchange for lieu of fractional shares determined in accordance with Section 4.2(d) plus any cash dividends and any other dividends or other distributions that such holder has the Merger Considerationright to receive pursuant to the provisions of this Article IV. Upon Subject to Section 4.2(g), upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (Ax) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Section 4.2, and (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash in lieu of fractional shares determined in accordance with Section 4.2(d) plus (B) any cash dividends and any other dividends or other distributions that such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to the provisions of this Section 2.2(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the 4.2. The Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any amount payable upon due surrender of any Certificate. In the event of a transfer of ownership of shares of Company Common Stock which Shares that occurred prior to the Effective Time, but is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for any cash in lieu of fractional shares to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate evidencing formerly representing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, If any certificate for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant is to Section 2.2(d)be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of certificates for shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of Parent or the Exchange Agent that such tax has been paid or is not applicable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Premark International Inc), Stockholder Agreement (Premark International Inc)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Certificate (i) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement)Agent, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent and Public Company, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate or book entry account representing that number of whole shares of Parent Public Company Common Stock which such holder has the right to receive pursuant to the provisions of this ARTICLE II plus cash in accordance with Section 2.1(a) in respect lieu of the fractional shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), ) and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled dividends or distributions then payable pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Merger Partner Capital Stock which is not registered in the transfer records of the Company as of the Effective TimeMerger Partner, a certificate representing the proper number of whole shares of Parent Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a transferee if person other than the person in whose name the Certificate evidencing so surrendered is registered, only if such Company Common Stock Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon surrender a certificate representing shares of Parent Public Company Common Stock, any dividends or other distributions payable Stock pursuant to the provisions of this ARTICLE II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock dividends or distributions then payable pursuant to Section 2.2(d)) as contemplated by this Section 2.2.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Amergent Hospitality Group, Inc), Agreement and Plan of Merger (Chanticleer Holdings, Inc.)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock (the "Certificates") that whose shares were converted pursuant to Section 2.1(a) 2.1 into the right to receive shares of Parent Buyer Common Stock (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the Buyer may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Buyer Common Stock (plus cash in lieu of fractional shares, if any, of Buyer Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Buyer, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Buyer Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in accordance with lieu of fractional shares pursuant to Section 2.1(a2.2(e) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith immediately be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of shares of Parent Buyer Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions pursuant to Section 2.2(c) may be issued and paid to a transferee if person other than the person in whose name the Certificate evidencing so surrender is registered, if such Company Common Stock Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a the certificate representing shares of Parent Buyer Common Stock, Stock plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to as contemplated by this Section 2.2(d)2.2.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Prodigy Communications Corp), Agreement and Plan of Merger (Prodigy Communications Corp)

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, Parent will instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which Certificates immediately prior to the Effective Time represented outstanding of the Merger whose shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock pursuant to Section 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 proper delivery of the Certificates to the Exchange Agent Agent, and which shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the Certificate surrendered pursuant to the provisions of this Article II (after taking into account all shares of Company Common Stock formerly evidenced (including Company Common Stock issued upon conversion of Series A Preferred Stock) then held by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(cholder), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock or Series A Preferred Stock which is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, surrendered as contemplated by this Section 2.02 each outstanding Certificate that, prior to shall be deemed at any time after the Effective Time, represented Time of the Merger to represent only the Parent Common Stock into which the shares of Company Common Stock will be deemed from (including Company Common Stock issued upon conversion of Series A Preferred Stock) represented by such Certificate have been converted as provided in this Article II and after the Effective Time, for all corporate purposes, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to as contemplated by this Section 2.2(d)2.02.

Appears in 2 contracts

Samples: Stock Option Agreement (Perkin Elmer Corp), Agreement and Plan of Merger (Perseptive Biosystems Inc)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct Teleglobe shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Certificate (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 proper due delivery of the Certificates and other required documents to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent Teleglobe may reasonably specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate representing one or more Teleglobe Common Shares representing, in the aggregate, the whole number of whole shares of Parent Common Stock which that such holder has the right to receive in accordance with pursuant to Section 2.1(a1.8(a) in respect of the (after taking into account all shares of Company Excel Common Stock formerly evidenced then held by such Certificate, holder) and (B) a check in the amount (after giving effect to any required tax withholdings) equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional Teleglobe Common Shares pursuant to Section 2.5 and any unpaid dividends and other distributions to which such holder is entitled pursuant to Section 2.3, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Excel Common Stock which is not registered in the transfer records of Excel, one or more certificates evidencing, in the aggregate, the proper number of Teleglobe Common Shares and a check in the proper amount of cash in lieu of any fractional Teleglobe Common Shares pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any cash in lieu of any fractional shares of Parent 2.3 may be issued with respect to such Excel Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing representing such Company shares of Excel Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and the ownership of such shares of Excel Common Stock by such transferee and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Teleglobe Inc), Consent and Voting Agreement (Excelcom Inc)

Exchange Procedures. As soon promptly as reasonably practicable after the Acquisition Merger Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which (each, a “Certificate”) that immediately prior to the Reorganization Merger Effective Time represented outstanding shares of Company Ashland Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares other than holders of Parent Common Stock Dissenters’ Shares), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate or Certificates shall pass, only upon proper delivery of the Certificate or Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent New Ashland Inc. and Marathon may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the Certificate or Certificates in exchange for the Acquisition Merger Consideration. Upon surrender of a Certificate or Certificates for cancellation cancelation to the Exchange Agent or, following termination of the Exchange Fund pursuant to Section 5.01(f), New Ashland Inc., together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent or New Ashland Inc., as applicable, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (Ai) a certificate or certificates evidencing that representing the number of whole shares of Parent New Ashland Inc. Common Stock which that such holder has the right to receive in accordance with pursuant to the provisions of Section 2.1(a4.03 and this Article V, (ii) in respect a certificate or certificates representing that number of the whole shares of Company Marathon Common Stock formerly evidenced by that such Certificateholder has the right to receive pursuant to the provisions of Section 4.03 and this Article V, (Biii) cash in lieu of fractional shares of Marathon Common Stock that such holder has the right to receive pursuant to Section 5.01(e) and (iv) any dividends or other distributions to which such holder is entitled has the right to receive pursuant to Section 2.2(c5.01(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate or Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Ashland Common Stock which or HoldCo Common Stock that is not registered in the transfer records of the Company as of the Effective TimeAshland or HoldCo, (i) a certificate or certificates representing the proper appropriate number of shares of Parent New Ashland Inc. Common Stock and (ii) a certificate or certificates representing the appropriate number of shares of Marathon Common Stock, together with a check for cash to be paid in lieu of fractional shares, may be issued and paid to a transferee if person other than the person in whose name the Certificate evidencing or Certificates so surrendered is registered, if such Company Certificate or Certificates shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance and payment shall pay any transfer or other Taxes required by reason of the issuance of shares of New Ashland Inc. Common Stock is presented and Marathon Common Stock to a person other than the registered holder of such Certificate or Certificates or establish to the Exchange Agent, accompanied satisfaction of New Ashland Inc. that such Tax has been paid or is not applicable. Until surrendered as contemplated by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered5.01, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Acquisition Merger Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock, any dividends Acquisition Merger Consideration as contemplated by this Section 5.01. No interest shall be paid or other distributions payable pursuant to Section 2.2(c) and accrue on any cash in lieu of any fractional shares or accrued and unpaid dividends or distributions, if any, payable upon surrender of Parent Common Stock payable pursuant to Section 2.2(d)any Certificate.

Appears in 2 contracts

Samples: Master Agreement (Marathon Oil Corp), Master Agreement (Marathon Oil Corp)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Certificate whose shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive the Merger Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), (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 proper delivery of the Certificates to the Exchange Agent and which shall be in such customary form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e). Upon surrender Each holder of record of a Certificate for cancellation shall, upon surrender to the Exchange Agent of such Certificate, together with such letter of transmittal, duly completed and validly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (Ax) certificates evidencing uncertificated shares of Parent Common Stock registered on the stock transfer books of Parent in the name of such holder (the “Registered Parent Shares”) or, at the election of such holder, certificates, in each case representing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock formerly evidenced then held by such Certificate, holder under all such Certificates so surrendered and (By) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), 2.02(c) and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d2.02(e), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company as Company, the proper amount of the Effective Timecash, a certificate if any, and Registered Parent Shares or certificates representing the proper number of shares of Parent Common Stock Stock, as the case may be, may be paid and issued to a transferee if person other than the person in whose name the Certificate evidencing such Company Common Stock so surrendered is presented registered if, upon presentation to the Exchange Agent, accompanied such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by all documents required reason of the payment of any cash and the issuance of shares of Parent Common Stock to evidence and effect a person other than the registered holder of such transfer pursuant Certificate or establish to this Section 2.2(b) and by evidence the reasonable satisfaction of Parent that any applicable stock transfer such taxes have been paidpaid or are not applicable. Until so surrenderedsurrendered as contemplated by this Section 2.02(b), each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock, the Merger Consideration in accordance with this Article II and any dividends or other distributions payable to which the holder of such Certificate is entitled pursuant to Section 2.2(c2.02(c) and any cash in lieu of any fractional shares of Parent Common Stock payable to which such holder is entitled pursuant to Section 2.2(d2.02(e). No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Benchmark Electronics Inc), Agreement and Plan of Merger (Pemstar Inc)

Exchange Procedures. As soon The Surviving Corporation shall cause the Exchange Agent, as promptly as practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Certificate (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 proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent Dianon may reasonably specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that one or more shares of Dianon Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of whole shares of Parent Common Stock which that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the 1.7 (after taking into account all shares of Company UroCor Common Stock formerly evidenced then held by such Certificate, holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional shares of Dianon Common Stock pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3, and in each case the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of UroCor Common Stock which is not registered in the transfer records of UroCor, one or more shares of Dianon Common Stock evidencing, in the aggregate, the proper number of shares of Dianon Common Stock and a check in the proper amount of cash in lieu of any fractional shares of Dianon Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.3, and (C) any cash in lieu of any fractional shares of Parent may be issued with respect to such UroCor Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing representing such Company shares of UroCor Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to paid as the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)Exchange Agent may require.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dianon Systems Inc), Agreement and Plan of Merger (Urocor Inc)

Exchange Procedures. As (i) Xxxxxxxxx shall instruct the Exchange Agent to, as soon as reasonably practicable after the Effective Time, Parent will instruct but in no event more than three (3) Business Days following the Exchange Agent to Effective Time, mail to each holder of record of a certificate (a Certificate) or certificates which book-entry share (a Book-Entry Share) that immediately prior to the Effective Time represented outstanding shares of Company Janus Common Stock (the "Certificates") that Stock, whose shares were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock the Merger Consideration, (iA) 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 proper delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent Agent, and which shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with Xxxxxxxxx and Xxxxx agree prior to the terms of this Agreement), Effective Time) and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration, including any amount payable in respect of fractional shares in accordance with Section 3.2(e) and any dividends or other distributions on Xxxxxxxxx Ordinary Shares in accordance with Section 3.2(c). Upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, as applicable, for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Xxxxxxxxx, together with such letter of transmittal, duly executedexecuted in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (Awhich shall include cash in lieu of fractional shares as provided in Section 3.2(e)) certificates evidencing that number such holder has the right to receive pursuant to the provisions of whole shares of Parent Common Stock which this ARTICLE III and any amounts that such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions on Xxxxxxxxx Ordinary Shares in accordance with Section 3.2(c). Xxxxxxxxx shall instruct the Exchange Agent to which mail such holder is entitled pursuant amounts to Section 2.2(c), and such holders within three (C3) any cash Business Days following the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdingsthereof) or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceledcancelled. In If any portion of the event of a transfer of ownership of shares of Company Common Stock which Merger Consideration is not to be registered in the name of or, if applicable, paid to a person other than the person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, it shall be a condition to the registration and, if applicable, payment of such Merger Consideration that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer records and the person requesting such delivery of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented Merger Consideration shall pay to the Exchange Agent, accompanied Agent any transfer or other Taxes required by all documents required to evidence and effect reason of such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding registration in the name of a person other than the registered holder of such Certificate that, prior or Book-Entry Share or establish to the Effective Time, represented shares reasonable satisfaction of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends Exchange Agent that such Tax has been paid or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)is not applicable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Janus Henderson Group PLC), Agreement and Plan of Merger (Janus Capital Group Inc)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct Monsanto shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Certificate (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 proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent Monsanto may reasonably specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the certificates representing the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) in the case of holders of Common Certificates (A) certificates evidencing that representing one or more shares of Monsanto Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of whole shares into which such holder's shares of Parent PNU Common Stock which have been converted pursuant to Section 1.8 (after taking into account all shares of PNU Common Stock then held by such holder), and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in accordance with lieu of any fractional shares of Monsanto Common Stock pursuant to Section 2.1(a2.5 and dividends and other distributions pursuant to Section 2.3 and (ii) in respect the case of the holders of Preferred Certificates (A) certificates representing one or more shares of Company Common Monsanto Convertible Preferred Stock formerly evidenced by (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the number of shares into which such Certificate, holder's shares of PNU Convertible Preferred Stock have been converted pursuant to Section 1.8 and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of PNU Common Stock or PNU Convertible Preferred Stock which is not registered in the transfer records of PNU, one or more shares of Monsanto Common Stock or Monsanto Convertible Preferred Stock, as the case may be, evidencing, in the aggregate, the proper number of shares of Monsanto Common Stock or Monsanto Convertible Preferred Stock, as the case may be, a check in the proper amount of cash in lieu of any fractional shares of Monsanto Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.3, and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued with respect to such PNU Common Stock or PNU Convertible Preferred Stock, as the case may be, to such a transferee if the Certificate evidencing which formerly represented such Company Common Stock shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pharmacia & Upjohn Inc), Agreement and Plan of Merger (Pharmacia Corp /De/)

Exchange Procedures. As soon promptly as practicable after (but in no event later than five Business Days) following the Effective Time, Parent will instruct the Amalgamated Company shall cause the Exchange Agent to mail to to: (1) each holder PRE Shareholder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company PRE Common Stock (the "Certificates") that were Shares converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock 2.1(b): (i) a letter of transmittal (which shall be in form and substance as the parties may reasonably specify at least three Business Days prior to the Effective Time, including that delivery shall be effected, and risk of loss and title to effective upon the Certificates shall pass, only upon proper delivery of the PRE Certificates or, in the case of Uncertificated PRE Common Shares, pursuant to the Exchange Agent and shall be customary provisions with respect to delivery of an “agent’s” message in such form and have such other provisions as Parent may reasonably specify that are not inconsistent accordance with the terms of this Agreementinstructions set forth therein), and (ii) instructions for use in effecting to effect the surrender of the PRE Certificates or Uncertificated PRE Common Shares in exchange for the Merger PRE Consideration, and (2) each Axis Shareholder of record of Axis Common Shares converted pursuant to Section 2.1(c): (i) a letter of transmittal (which shall be in form and substance as the parties may reasonably specify at least three Business Days prior to the Effective Time, including that delivery shall be effective upon the proper delivery of the Axis Certificates or, in the case of Uncertificated Axis Common Shares, pursuant to customary provisions with respect to delivery of an “agent’s” message in accordance with the instructions set forth therein), and (ii) instructions to effect the surrender of Axis Certificates or Uncertificated Axis Common Shares in exchange for the Axis Consideration. Upon Following the Effective Time, upon surrender of title to the PRE Common Shares previously held by a Certificate for cancellation to PRE Shareholder in accordance with this Section 2.2, together with a duly executed letter of transmittal and such other documents as the Exchange Agent together with such letter of transmittalmay reasonably require, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate a PRE Shareholder shall be entitled to receive in exchange therefor therefor: (A) certificates evidencing a certificate or book-entry representing that number of whole shares of Parent Axis Common Stock Shares (rounded down) which such holder PRE Shareholder has the right to receive in accordance with Section 2.1(a) as PRE Consideration payable in respect of the shares of Company Common Stock formerly evidenced by such Certificate, thereof and (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock that such shareholder has the right to which such holder is entitled receive pursuant to Section 2.2(d2.2(g), after giving effect to and any tax withholdings, and the PRE Certificate so surrendered shall forthwith be canceledmarked as cancelled immediately. In the event of that the PRE Consideration is to be paid to a transfer of ownership of shares of Company Common Stock which Person that is not registered in the transfer records of the Company as of the Effective TimePRE, a certificate or book-entry representing the proper number of shares of Parent Common Stock PRE Consideration may be issued to a transferee such Person if: (i) the PRE Certificate representing such PRE Common Shares (if the Certificate evidencing such Company Common Stock any) is presented to the Exchange Agent, accompanied by (ii) all documents so required to evidence and effect such transfer pursuant that are reasonably satisfactory to this Section 2.2(bthe Amalgamated Company are presented to the Exchange Agent and (iii) and by evidence reasonably satisfactory to the Amalgamated Company is presented confirming that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to Following the Effective Time, represented shares upon surrender of Company title to the Axis Common Stock will Shares previously held by an Axis Shareholder in accordance with this Section 2.2, together with a duly executed letter of transmittal and such other documents as the Exchange Agent may reasonably require, an Axis Shareholder shall be deemed from and after the Effective Time, for all corporate purposes, entitled to represent only receive in exchange therefor: (A) a certificate or book-entry representing that number of whole Axis Common Shares (rounded down) which such Axis Shareholder has the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions as Axis Consideration payable pursuant to Section 2.2(cin respect thereof and (B) and any cash in lieu of any fractional shares of Parent Common Stock payable that such shareholder has the right to receive pursuant to Section 2.2(d2.2(g), and any Axis Certificate so surrendered shall be marked as cancelled immediately. In the event that the Axis Consideration is to be paid to a Person that is not registered in the transfer records of Axis, a certificate or book-entry representing the Axis Consideration may be issued to such Person if: (1) the Axis Certificate as applicable, representing such Axis Common Shares (if any) is presented to the Exchange Agent, (2) all documents so required to evidence and effect such transfer that are reasonably satisfactory to the Amalgamated Company are presented to the Exchange Agent and (3) evidence reasonably satisfactory to the Amalgamated Company is presented confirming that any applicable share transfer taxes have been paid.

Appears in 2 contracts

Samples: Agreement and Plan of Amalgamation (Axis Capital Holdings LTD), Agreement and Plan of Amalgamation (Partnerre LTD)

Exchange Procedures. As soon as practicable Promptly after the Effective Time (but in no event later than ten (10) business days after the Effective Time), Parent will instruct shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Shares (other than holders of Company Common Stock (the "Certificates"Excluded Shares) that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration(A) certificates representing shares of Parent Common Stock and (B) any unpaid dividends and other distributions and cash in lieu of fractional shares. Upon Subject to Section 4.2(h), upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (Ax) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Article IV and (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash in lieu of fractional shares plus (B) any unpaid cash dividends that such holder has the right to receive in accordance with Section 2.1(a) in respect pursuant to the provisions of the shares of Company Common Stock formerly evidenced by such Certificate, this Article IV and (Bz) any other non-cash dividends or other distributions to which that such holder is entitled has the right to receive pursuant to Section 2.2(c), and (C) the provisions of this Article IV. No interest will be paid or accrued on any cash in lieu amount payable upon due surrender of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceledCertificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other cash dividends or distributions in respect thereof and any other non-cash dividends that such holder has the right to receive pursuant to the provisions of this Article IV, may be issued and/or paid to such a transferee if the Certificate evidencing formerly representing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, If any certificate for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant is to Section 2.2(d)be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person (as hereinafter defined) requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of certificates of shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of Parent or the Exchange Agent that such tax has been paid or is not applicable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (HNC Software Inc/De), Agreement and Plan of Merger (Fair Isaac & Company Inc)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct but no later than five Business Days after the Exchange Agent Effective Date, Acquiror shall cause to mail be mailed to each holder of record of a certificate or certificates which (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Target Common Stock (the "Certificates") that Stock, whose shares were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock the Per Share Consideration pursuant to Section 1.7, (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 proper delivery receipt of the Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent Acquiror may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcash and certificates representing shares of Acquiror Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions thereto and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and Acquiror shall cause the Exchange Agent to promptly send to the holder, one or more certificates as requested by the holder (Aproperly issued, executed and countersigned, as appropriate) certificates evidencing that representing the number of whole shares of Parent Acquiror Common Stock which and payment of cash that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) 1.6 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c1.7(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Target Common Stock which is not registered in the transfer records of the Company Target as of the Effective Time, a certificate representing the proper number of shares of Parent Acquiror Common Stock Stock, dividends, distributions and cash may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Company shares of Target Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b1.7(d) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Target Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent evidence only the right to receive upon surrender a certificate representing shares of Parent Acquiror Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) Stock into which such shares of Target Common Stock shall have been so converted and any an amount in cash in lieu of any fractional shares of Parent Common Stock payable pursuant to accordance with Section 2.2(d)1.6.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Factual Data Corp), Agreement and Plan of Reorganization (Kroll Inc)

Exchange Procedures. As soon as practicable practicable, after the Merger I Effective Time, Parent will shall instruct and cause the Exchange Agent to mail to each holder record holder, as of record the Merger I Effective Time, of a certificate or certificates which (i) an outstanding Certificate that immediately prior to the Merger I Effective Time represented outstanding shares of Company Common Stock or (the "Certificates"ii) that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Book-Entry Shares (ix) 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 proper delivery of the Certificates to the Exchange Agent or in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such customary form and have such other provisions as agreed to by Parent may reasonably specify that are not inconsistent with and the terms of this Agreement), Company prior to the Merger I Effective Time) and (iiy) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger ConsiderationConsideration payable in respect of the shares of Company Common Stock represented by such Certificates or Book-Entry Shares. Upon surrender of a Certificate or Book-Entry Shares for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) certificates evidencing that one or more Parent Depositary Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of whole shares of Parent Common Stock which Depositary Shares that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the 1.6 (after taking into account all shares of Company Common Stock formerly evidenced then held by such Certificate, holder) and (B) any dividends or other distributions a check in the amount equal to which the aggregate amount of cash that such holder is entitled has the right to receive pursuant to Section 2.2(c)1.6 and this Article II, and (C) any including cash payable in lieu of any fractional shares of Parent Common Stock to which such holder is entitled Depositary Shares pursuant to Section 2.2(d2.1(e) and dividends and other distributions pursuant to Section 2.1(c). No interest shall be paid or accrued on any Merger Consideration, after giving effect cash in lieu of fractional shares or on any unpaid dividends and distributions payable to any tax withholdings, and the Certificate so surrendered shall forthwith be canceledholders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as Company, the Merger Consideration payable in respect of the Effective Time, a certificate representing the proper number of such shares of Parent Company Common Stock may be issued paid to a transferee if the Certificate evidencing representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration in any name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered2.1, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will or Book-Entry Share shall be deemed from and at any time after the Merger I Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a certificate representing the Merger Consideration payable in respect of the shares of Parent Company Common StockStock represented by such Certificate or Book-Entry Share, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable Depositary Shares to which such holder is entitled pursuant to Section 2.2(d2.1(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1(c).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Veritas DGC Inc), Agreement and Plan of Merger (General Geophysics Co)

Exchange Procedures. As soon as practicable Within two Business Days after the Effective Time, Parent will instruct NBT shall cause the Exchange Agent to mail or personally deliver to each holder of record (or his or her attorney-in-fact) of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates") that ), whose Shares were converted pursuant to Section 2.1(a) into the right to receive shares of Parent NBT Common Stock pursuant to Section 1.08 and cash in lieu of fractional shares of NBT Common Stock (if any), (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent NBT and BSB may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing whole shares of NBT Common Stock together with any dividends or distributions with respect thereto and any cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, and such other customary documents documentation as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent NBT Common Stock Stock, which such holder has the right to receive in accordance with Section 2.1(a) in respect of the Shares formerly represented by such Certificate surrendered pursuant to the provisions of this Article I (after taking into account all Shares then held by such holder) and cash in lieu of fractional shares of Company NBT Common Stock formerly evidenced by (if any) to which such Certificate, (Bholder is entitled pursuant to Section 1.09(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock Shares which is not registered in the transfer records of the Company as of the Effective TimeBSB, a certificate representing the proper number of shares of Parent NBT Common Stock may be issued to a transferee if the Certificate evidencing representing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 1.09, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a the certificate representing shares of Parent NBT Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent NBT Common Stock payable to which such holder is entitled pursuant to Section 2.2(d1.09(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.09(c).

Appears in 2 contracts

Samples: Stockholder Agreement (BSB Bancorp Inc), Agreement and Plan of Merger (NBT Bancorp Inc)

Exchange Procedures. As soon promptly as practicable after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing whole Parent Class B Common Shares, together with any dividends or distributions with respect thereto, and any cash in lieu of any fractional shares. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent exchange and cancellation, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Class B Common Stock Shares which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock Shares formerly evidenced represented by such CertificateCertificate (after taking into account all Shares then held by such holder), (Bcash in lieu of any fractional Parent Class B Common Shares to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock Shares which is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of shares Parent Class B Common Shares, cash in lieu of any fractional Parent Class B Common Stock Shares to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), may be issued to a transferee if the Certificate evidencing representing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence satisfactory to the Surviving Corporation that any applicable stock share transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at all times after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a the certificate representing shares of Parent Class B Common StockShares, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Class B Common Stock payable Shares to which such holder is entitled pursuant to Section 2.2(d).to

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc)

Exchange Procedures. As soon promptly as practicable after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of (i) a certificate or certificates (the “Certificates”) or (ii) non-certificated shares of Company Common Stock represented by book-entry (“Book Entry Shares”) which in each case immediately prior to the Effective Time represented represented: (1) outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive Merger Consideration pursuant to this Article I; or (2) outstanding Exchangeable Shares that were redeemed or exchanged for shares of Parent Company Common Stock in connection with the Redemption or the Exchange, as the case may be, and such shares of Company Common Stock were subsequently converted into the right to receive Merger Consideration pursuant to this Article I: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares shall pass, only upon proper delivery of the Certificates or Book Entry Shares to the Exchange Agent and shall be in such customary form and have such other provisions as Parent may reasonably specify that are not inconsistent with and the terms of this Agreement), Company shall reasonably approve prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the Merger right to receive either, but not a combination of, (x) certificates representing whole Parent Ordinary Shares or (y) the Cash Consideration, in each case determined in accordance with Section 1.6(a), and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(e). Upon surrender of a Certificate Certificates or Book Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent (with appropriate notice of such appointment having been provided to such holders of record), together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions thereto and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate Certificates or Book Entry Shares shall be entitled to receive in exchange therefor (Ashare certificate(s) certificates evidencing that representing the number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions Ordinary Shares to which such holder is entitled pursuant to Section 2.2(c1.6(a), and (C) if any, any cash in lieu payment of any fractional shares of Parent Common Stock to the Cash Consideration which such holder is entitled to receive pursuant to Section 2.2(d1.6(a) and any payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(e), in each case after giving effect to any tax withholdingstaking into account all Certificates or Book Entry Shares surrendered by such holder and such holder’s Election, and the Certificate Certificates or Book Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates or Book Entry Shares will be deemed from and after the Effective Time, for all corporate purposes, to represent only evidence the right to receive upon surrender a certificate representing such whole number of Parent Ordinary Shares into which such shares of Parent Company Common StockStock shall have been so converted in accordance with Section 1.6(a), the right to receive payment of the Cash Consideration in accordance with Section 1.6(a) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or other distributions payable pursuant to Section 2.2(c) 1.8(e). If a holder that is entitled to receive both Cash Consideration and any cash Stock Consideration in lieu respect of any fractional shares of Parent Company Common Stock payable pursuant held by such owner immediately prior to Section 2.2(d)the Effective Time surrenders Certificates or Book Entry Shares representing fewer than all of such Company Common Stock, such holder will receive both Cash Consideration and Stock Consideration in proportion to the relative amounts of Cash Consideration and Stock Consideration it is entitled to receive for all of the Company Common Stock it held immediately prior to the Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Flextronics International Ltd.), Agreement and Plan of Merger (Solectron Corp)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct the Exchange Agent Acquiror shall cause to mail be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that Target Capital Stock, whose shares were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Acquiror Common Stock and/or the required cash consideration (and cash in lieu of fractional shares) pursuant to Section 1.6, (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 proper delivery receipt of the Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent Acquiror may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock and the Merger Considerationrequired cash consideration (and cash in lieu of fractional shares). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly executed, completed and such other customary documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate representing the number of whole shares of Parent Acquiror Common Stock and/or the required cash consideration less the amount of cash to be deposited in the Escrow Fund on such holder's behalf pursuant to Article VIII hereof and payment in lieu of fractional shares which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings1.6, and the Certificate so surrendered shall forthwith be canceled. In ; PROVIDED, HOWEVER, that each Former Target Shareholder (as defined in Section 8.1) shall have entered into a Investment Representation Statement in substantially the event of a transfer of ownership of form attached hereto as EXHIBIT H before such Former Target Shareholder shall be entitled to receive shares of Company Acquiror Common Stock which is not registered in and/or the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable cash consideration pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)1.6.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Avant Corp)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Surviving Company shall cause the Exchange Agent to mail to each holder of record record, as of the Effective Time, of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "CertificatesCERTIFICATES") that whose Shares were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock pursuant to Section 2.1(c) (i) a form of letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1(c) (after taking into account all Shares then held by such holder) and (B) a check in accordance with the amount equal to the cash that such holder has the right to receive (x) in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(a2.7 and (y) in respect of any dividends and other distributions payable pursuant to Section 2.5. No interest will be paid or will accrue on any cash payable pursuant to this Article II and the shares certificates so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock formerly evidenced by such Certificatewhich is not registered in the transfer records of the Company, (B) shares of Parent Common Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.5, and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued and paid with respect to such Shares to such a transferee if the Certificate evidencing representing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes Taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avant Corp)

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the third business day following the Effective Time, Parent will instruct the Exchange Agent shall cause its transfer agent to mail to each holder of record of a certificate or certificates Shares, which immediately prior to at the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock the Merger Consideration pursuant to Section 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 proper delivery of the Certificates Shares to the Exchange Agent Parent and which shall be in such form and have such other provisions as substance reasonably satisfactory to Parent may reasonably specify that are not inconsistent with and the terms of this Agreement), Company) and (ii) instructions for use in effecting the surrender of the Certificates Shares in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of representing whole shares of Parent Common Stock which such holder has or Preferred Stock, as the right to receive in accordance with Section 2.1(a) in respect of the case may be (or appropriate alternative arrangements shall be made by Parent if uncertificated shares of Company Parent Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(cwill be issued), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled or Preferred Stock pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b2.1(c) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c). Upon surrender of Shares for cancellation to the transfer agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Parent or its transfer agent, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock or Preferred Stock, as the case may be (after taking into account all Shares surrendered by such holder) and any to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment by cash or check in lieu of any fractional shares of Parent Common Stock or Preferred Stock which such holder is entitled to receive pursuant to Section 2.1(c) and any dividends or distributions payable pursuant to Section 2.2(d2.2(b), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any transfer or other similar Taxes required as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(c) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on any amount payable pursuant to Section 2.1(b) or Section 2.2(c). If any certificate representing any Share(s) shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate or evidence of shares in book-entry form representing Parent Common Stock or Preferred Stock, require the owner of such lost, stolen or destroyed certificate representing any Share(s) to provide a customary affidavit and to deliver a bond in a reasonable amount as Parent 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 representing such Share(s).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Atlas Capital Holdings, Inc.)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct the Buyer shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock Shares (other than Dissenting Shares) (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the Buyer may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the Merger Considerationcertificates evidencing shares of Buyer Stock and, in lieu of any fractional shares thereof, cash. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Buyer Stock which such holder has the right to receive in accordance with Section 2.1(a) the Exchange Ratio in respect of the shares of Company Common Stock Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.07(c), and (C) any cash in lieu of any fractional shares of Parent Common Buyer Stock to which such holder is entitled pursuant to Section 2.2(d2.06(e) (the Buyer Stock, dividends, distributions and cash described in this clause (C) being, collectively, the "Merger Consideration"), after giving effect to any tax withholdings, and the --------------------- Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock Shares which is not registered in the transfer records of the Company as of immediately prior to the Effective Time, a certificate representing the proper number of shares of Parent Common Buyer Stock and cash may be issued and paid in accordance with this Article to a transferee if the Certificate evidencing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b2.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of the Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to represent only evidence the ownership of the number of full shares of Buyer Stock into which such shares of the Company Common Stock shall have been so converted and the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any an amount in cash in lieu of the issuance of any fractional shares of Parent Common Stock payable pursuant to in accordance with Section 2.2(d)2.06.

Appears in 1 contract

Samples: Agreement and Plan (Individual Inc)

Exchange Procedures. As soon as practicable after the Effective ------------------- Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company KU Energy Common Stock (and KU Energy Rights) (the "Certificates") that were converted pursuant to Section 2.1(a(the "Converted Shares") into the right to receive shares of Parent LG&E Energy Common Stock (iand LG&E Energy Rights) (the "LG&E Energy Shares") pursuant to Section 2.1(b) 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 proper actual delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing LG&E Energy Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent for cancellation (or to such other agent or agents as may be appointed by agreement of LG&E Energy and KU Energy), together with such a duly executed letter of transmittal, duly executed, transmittal and such other customary documents as the Exchange Agent may be required pursuant to such instructionsrequire, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock LG&E Energy Shares which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any cash in lieu the provisions of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceledthis Article II. In the event of a transfer of ownership of shares of Company Common Stock Converted Shares which is not registered in the transfer records of the Company as of the Effective TimeKU Energy, a certificate representing the proper number of shares of Parent Common Stock LG&E Energy Shares may be issued to a transferee if the Certificate evidencing representing such Company Common Stock Converted Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.3, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon such surrender a the certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) LG&E Energy Shares and any cash in lieu of any fractional shares of Parent LG&E Energy Common Stock payable pursuant to as contemplated by this Section 2.2(d)2.3.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lg&e Energy Corp)

Exchange Procedures. As soon as practicable after On the Effective TimeClosing Date, Parent PTI will instruct cause Sub to deliver to the Exchange Agent to mail to each holder Representatives of record of a certificate the Shareholders one or more certificates which immediately prior at the Closing Date represent the Exchangeable Shares less any Exchangeable Shares to be deposited pursuant to the Effective Time represented outstanding shares escrow provisions of Company Common Stock Section 10.2(a) (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) ), a letter of transmittal (which shall will specify that delivery shall of the Certificates will be effected, effected and that risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Exchange Agent and shall Agent), which Certificates will be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement)set forth in Exhibit A, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of PTI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by PTI, together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder Record Holder of such Certificate shall will be entitled to receive in exchange therefor (A) one or more certificates evidencing that number of whole shares of Parent Common Stock representing the Acquisition Consideration which such holder Record Holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(cthe provisions of this Article 3, together with a check representing the cash, if any, referred to in Sections 3.2(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall will forthwith be canceledcancelled. PTI will pay any transfer or similar taxes, but will not pay any income taxes, required by reason of the issuance of a certificate representing shares of PTI Common Stock provided that such certificate is issued in the name of the Record Holder of the Certificate surrendered in exchange therefor. PTI will not pay or be responsible for any transfer or other tax, including income taxes, if the obligation to pay such tax is solely that of the shareholder. In the event of a transfer of ownership of shares of Company Common Stock Exchangeable Shares which is not registered in the transfer records of the Company as of the Effective TimeSub, a certificate one or more certificates representing the proper number amount of shares of Parent Common Stock Acquisition Consideration may be issued to a the transferee if the Certificate evidencing representing such Company Common Stock Exchangeable Shares is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. In the case of any lost, stolen or destroyed Certificate, the Record Holder thereof may be required, as a condition precedent to delivery to him of the Acquisition Consideration, to deliver to PTI such affidavit and personal indemnity as PTI may reasonably request with respect to the Certificate alleged to have been lost, stolen or destroyed. Until so surrenderedsurrendered as contemplated by this Section 3.2, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and at any time after the Effective Time, for all corporate purposes, Closing Date to represent only the right to exercise such rights as set forth in Exhibit A and to receive upon such surrender a certificate representing shares of Parent Common Stockthe Acquisition Consideration and the cash, any dividends or other distributions payable pursuant if any, referred to in Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d3.2(c).

Appears in 1 contract

Samples: Share Acquisition Agreement (Performance Technologies Inc \De\)

Exchange Procedures. As soon as practicable Promptly after the Effective TimeTime (and in any event within three (3) Business Days thereafter), Parent will instruct the Exchange Agent to shall mail to each holder of record of Shares represented by a certificate Certificate (other than holders of Excluded Shares) or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Uncertificated Shares (i) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(g)) or Uncertificated Shares to the Exchange Agent and shall Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably specify that are not inconsistent with the terms of this Agreement)agree, and (ii) instructions for use surrendering the Certificates (or affidavits of loss in effecting the surrender lieu of the Certificates as provided in exchange Section 2.2(g)) or Uncertificated Shares (including instructions for sending an “agent’s message” in customary form (or such other evidence, if any, as the Merger ConsiderationExchange Agent may reasonably request)) to the Exchange Agent. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(g)) to the Exchange Agent together in accordance with the terms of such letter of transmittal, duly executed, and transmittal or with respect to Uncertificated Shares receipt of an “agent’s message” in customary form (or such other customary documents evidence, if any, as the Exchange Agent may be required pursuant to such instructionsreasonably request) by the Exchange Agent, the holder of such Certificate or Uncertificated Share shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole non-certificated shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) book-entry form, and cash in respect lieu of the shares any fractional share of Company Parent Common Stock formerly evidenced by such Certificate, (Bpursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), less any required Tax withholdings as provided in Section 2.2(h). The Certificate or Uncertificated Share so surrendered shall forthwith be cancelled. Until due surrender of the Certificates or Uncertificated Share, each Certificate and Uncertificated Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (C) any and cash in lieu of any fractional shares share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d2.2(e), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled). In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company as Company, the applicable portion of Merger Consideration to be exchanged upon due surrender of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock Certificate or Uncertificated Share pursuant to Section 2.1(a) may be issued and paid to a such transferee if the Certificate evidencing formerly representing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to this Section 2.2(b) and by evidence the reasonable satisfaction of Parent that any applicable stock transfer taxes such Taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends paid or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)are not applicable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metacrine, Inc.)

Exchange Procedures. As soon as practicable practicable, after the Effective Time, Parent will instruct the Exchange Agent Surviving Corporation shall cause to mail be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that Capital Stock, whose shares were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock the consideration set forth in Section 1.6(a) above, (iA) 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 proper delivery receipt of the Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreementspecify), and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationright to receive the consideration set forth in Section 1.6(a) (or book entries in the case of shares that have not yet vested, if any) above, less the Escrow Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with (A) such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, (B) a validly executed Holder Representation and such other customary documents as may be required pursuant to such instructionsLock- Up Agreement and (C) a validly executed Registration Rights Agreement, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the a right to receive in accordance with Section 2.1(a(1) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled to receive pursuant to Section 2.2(d1.6(a) above (or a book entry in the case of shares that have not yet vested in full, if any) less the Escrow Shares and (2) cash in an amount sufficient to permit the payment in lieu of fractional shares pursuant to Section 1.6(e), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company As soon as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and practicable after the Effective Time, for all corporate purposesand subject to and in accordance with the provisions of Article 8 hereof, Parent shall withhold on a pro rata basis and cause to represent only be distributed to the right to receive upon surrender Escrow Agent (as defined in Article 8 hereof) a certificate or certificates representing shares of Parent Common Stock, any dividends or other distributions Stock (valued at the Parent Stock Price) (the "Escrow Shares") representing an aggregate of $2,000,000 from the Total Value of Share Consideration that is otherwise payable to the Company Shareholders pursuant to Section 2.2(c) 1.6(a). The Escrow Shares shall be registered in the name of the Escrow Agent as nominee for each Company Shareholder holding Certificates cancelled pursuant to this Section 1.9. The Escrow Shares shall be vested shares not subject to any repurchase rights. The Escrow Shares shall be held in escrow and shall be available to compensate Parent for certain damages as provided in Article 8. To the extent not used for such purposes, such Escrow Shares shall be released, as provided in Article 8 hereof. In the event that any cash Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be issued to such Person in lieu exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person's Company Capital Stock are converted at the Effective Time and/or deliver or cause to be delivered to such Person a check in respect of any fractional shares of Parent Common Stock payable share interests or dividends or distributions, which such Person shall be entitled to receive pursuant to Section 2.2(d)1.6. When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity, as it shall direct, against any claim that may be made against Parent or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (PLX Technology Inc)

Exchange Procedures. As soon as reasonably practicable ------------------- after the Effective Time, Parent will instruct Tuboscope shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Varco Common Stock (the "Certificates") that whose shares were converted pursuant to Section 2.1(a) 2.01 into the right to receive certificates representing shares of Parent Tuboscope Common Stock (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Tuboscope and Varco may reasonably specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Tuboscope Common Stock (plus cash in lieu of fractional shares, if any, of Tuboscope Common Stock as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Tuboscope, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Tuboscope Common Stock into which such the holder's shares of Varco Common Stock were converted pursuant to Section 2.01(c) and a check representing cash in lieu of fractional shares which the holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(e), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith immediately be canceled. In the event of a transfer of ownership of shares of Company Varco Common Stock which is not registered in the transfer records of the Company as of the Effective TimeVarco, a certificate representing the proper number of shares of Parent Tuboscope Common Stock determined in accordance with Section 2.01(c) and a check representing cash in lieu of fractional shares which the holder is entitled to receive pursuant to Section 2.02(e) may be issued to a transferee if the Certificate evidencing representing such Company Varco Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to represent only the right to receive upon surrender such surrender, a certificate representing shares of Parent Tuboscope Common Stock, any dividends or other distributions payable Stock into which the holders of shares of Varco Common Stock were converted pursuant to Section 2.2(c2.01(c) and any a check representing cash in lieu of any fractional shares of Parent Tuboscope Common Stock payable pursuant to as contemplated by Section 2.2(d2.02(e).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Varco International Inc)

Exchange Procedures. As soon In connection with the mailing of the Proxy Statement (as practicable after defined in Section 5.1 below) to the Effective TimeCompany Stockholders, Parent will instruct the Exchange Agent shall cause to mail be mailed to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Stockholder (i) a letter of transmittal (which shall be in such form and contain such provisions as Parent may reasonably specify and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates (the "Certificates") which immediately prior to the Effective Time represent outstanding shares of Company Capital Stock whose shares are converted into the right to receive such Company Stockholder's portion of the consideration pursuant to Section 1.6 hereof, shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with at the terms of this Agreement), Closing) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Considerationshares of Parent Common Stock to which such holder is entitled in the Merger. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate a Company Stockholder shall be entitled to receive receive, and the Exchange Agent shall promptly deliver in exchange therefor therefor, (A) certificates evidencing that a certificate representing the number of whole shares of Parent Common Stock (less the allocable portion of the Escrow Amount, as applicable) to which such holder has the right is entitled pursuant to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate1.6(b), (B) the amount of cash payable, if any, in lieu of a fractional share of Parent Common Stock to which the holder is entitled pursuant to Section 1.6(f) and (C) the amount of any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c1.8(d), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In Parent shall use reasonable efforts to have available at the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate Closing stock certificates representing the proper appropriate number of shares of Parent Common Stock may for each Company Stockholder who shall have properly completed such stockholder's letter of transmittal and delivered such stockholder's Certificate or Certificates to Parent at least five business days prior to the Closing Date. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be issued distributed to the Escrow Agent (as defined in Article VII) a transferee if the Certificate evidencing such Company certificate or certificates representing that number of shares of Parent Common Stock is presented equal to the Exchange Escrow Amount which shall be registered in the name of the Escrow Agent, accompanied . Such shares shall be beneficially owned by all documents required the Principal Stockholders on whose behalf such shares were deposited in the Escrow Fund and shall be available to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paidcompensate Parent as provided in Article VII. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to represent only evidence the right to receive upon surrender a certificate representing shares ownership of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu the number of any fractional full shares of Parent Common Stock payable pursuant to Section 2.2(d)into which such shares of Company Capital Stock shall have been so converted.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rational Software Corp)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates") that whose shares were converted pursuant to Section 2.1(a2.1(b) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent and the Company may reasonably specify that are not inconsistent with the terms of this Agreement), specify; and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate or certificates evidencing representing that number of whole shares of Parent Common Stock which representing, in the aggregate, the whole number of shares that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, 2.1 and (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), 2.5 and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.5 or Section 2.7. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of Company, certificates evidencing, in the Effective Timeaggregate, a certificate representing the proper number of shares of Parent Common Stock, a check in the proper amount of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.5, may be issued with respect to such Shares to such a transferee if the Certificate evidencing representing such Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes Taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Category 5 Technologies Inc)

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, Parent will instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which Certificates immediately prior to the Effective Time represented outstanding of the Merger whose shares were converted into shares of Company Common Merger Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock 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 proper delivery of the Certificates to the Exchange Agent Agent, and which shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing shares of Merger ConsiderationStock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Merger Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the Certificate surrendered pursuant to the provisions of this Article II (after taking into account all shares of Company Common Stock formerly evidenced then held by such Certificate, (Bholder) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any cash in lieu of any fractional shares of Parent Common Merger Stock to which such holder is entitled pursuant to as contemplated by Section 2.2(d2.02(e), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper number of shares of Parent Common Merger Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02, each outstanding Certificate that, prior to shall be deemed at any time after the Effective Time, represented Time of the Merger to represent only the Merger Stock into which the shares of Company Common Stock will be deemed from represented by such Certificate have been converted as provided in this Article II and after the Effective Time, for all corporate purposes, to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Merger Stock payable pursuant to as contemplated by this Section 2.2(d)2.02.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Walsh International Inc \De\)

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the third business day following the Effective Time, Parent will instruct the Exchange Agent shall cause its transfer agent to mail to each holder of record of a certificate or certificates Shares, which immediately prior to at the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock the Merger Consideration pursuant to Section 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 proper delivery of the Certificates Shares to the Exchange Agent Parent and which shall be in such form and have such other provisions as substance reasonably satisfactory to Parent may reasonably specify that are not inconsistent with and the terms of this Agreement), Company) and (ii) instructions for use in effecting the surrender of the Certificates Shares in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of representing whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the (or appropriate alternative arrangements shall be made by Parent if uncertificated shares of Company Parent Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(cwill be issued), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b2.1(c) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c). Upon surrender of Shares for cancellation to the transfer agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Parent or its transfer agent, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) and any to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment by cash or check in lieu of any fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(c) and any dividends or distributions payable pursuant to Section 2.2(d2.2(b), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any transfer or other similar Taxes required as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(c) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on any amount payable pursuant to Section 2.1(b) or Section 2.2(c). If any certificate representing any Share(s) shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate or evidence of shares in book-entry form representing Parent Common Stock, require the owner of such lost, stolen or destroyed certificate representing any Share(s) to provide a customary affidavit and to deliver a bond in a reasonable amount as Parent 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 representing such Share(s).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medianet Group Technologies Inc)

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent will instruct Holdco shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock Certificate (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 proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent America Online or Time Warner may reasonably specify that are not inconsistent with (such letter to be reasonably acceptable to Time Warner and America Online prior to the terms of this Agreement), Effective Time) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that one or more shares of Holdco Capital Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested or is otherwise required by applicable law or regulation) representing, in the aggregate, the whole number of whole shares of Parent Common Stock which that such holder has the right to receive in accordance with Section 2.1(a) in respect of the pursuant to Sections 2.7 or 2.11 (after taking into account all shares of Company Time Warner Capital Stock and America Online Common Stock formerly evidenced then held by such Certificate, holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article III, including cash in lieu of any fractional shares of Holdco Capital Stock pursuant to Section 3.5 and dividends and other distributions pursuant to Section 3.3. No interest will be paid or will accrue on any cash payable pursuant to Section 3.3 or Section 3.5. In the event of a transfer of ownership of Time Warner Capital Stock which is not registered in the transfer records of Time Warner or a transfer of ownership of America Online Common Stock which is not registered in the transfer records of America Online, one or more shares of Holdco Capital Stock evidencing, in the aggregate, the proper number of shares of Holdco Capital Stock, a check in the proper amount of cash in lieu of any fractional shares of Holdco Capital Stock pursuant to Section 3.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)3.3, and (C) any cash in lieu of any fractional shares of Parent may be issued with respect to such Time Warner Capital Stock or America Online Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing representing such Company shares of Time Warner Capital Stock or America Online Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d).3.3

Appears in 1 contract

Samples: Agreement and Plan of Merger (America Online Inc)

Exchange Procedures. As soon as practicable after the Effective Time, Parent will instruct the Exchange Agent Surviving Corporation shall cause to mail be mailed to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock (the "Certificates") that and which shares were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, completed and such other customary documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate representing the number of whole shares of Parent Common Stock which such holder has (less the right to receive in accordance with Section 2.1(a) in respect number of the shares of Company Parent Common Stock formerly evidenced by to be deposited in the Escrow Fund on such Certificateholder's behalf pursuant to Article 7 hereof), (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), 1.6 and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d1.6(e), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company As soon as of practicable after the Effective Time, and subject to and in accordance with the provisions of Article 7 hereof, Parent shall cause to be distributed to the Depositary Agent a certificate or certificates (in such denominations as may be requested by the Depositary Agent) representing the proper that number of shares of Parent Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented equal to the Exchange Escrow Amount, which certificate shall be registered in the name of the Depositary Agent, accompanied . Such shares shall be beneficially owned by all documents required the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paidcompensate Parent as provided in Article 7. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to represent only evidence the right to receive upon surrender a certificate representing shares ownership of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu the number of any fractional full shares of Parent Common Stock payable pursuant into which such shares of Company Capital Stock shall have been so converted (subject only to, if applicable, the expiration or early termination of any waiting period under the HSR Act which is applicable to Section 2.2(d)the holder of such shares due to the making of a filing by such holder under the HSR Act) and cash in lieu of fractional shares.

Appears in 1 contract

Samples: Merger Agreement (Broadcom Corp)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were whose shares are converted pursuant to Section 2.1(a2.01(c) into the right to receive shares of Parent Common Stock the Merger Consideration (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the Surviving Corporation may reasonably specify that are not inconsistent with the terms of this Agreement), specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, transmittal duly executed, executed and such other customary documents as may be required pursuant to such instructionscompleted in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock plus the cash amount payable in lieu of fractional shares in accordance with Section 2.02(e), which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any cash in lieu the provisions of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdingsthis Article II, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any portion of the Merger Consideration to be received in the Merger. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective TimeCompany, a certificate representing the proper that number of whole shares of Parent Common Stock plus the cash amount payable in lieu of fractional shares in accordance with Section 2.02(e) may be issued to a transferee if the Certificate evidencing representing such Company Common Stock is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02(b), each outstanding Certificate that, prior to shall be deemed at any time after the Effective TimeTime for all corporate purposes of Parent, represented except as limited by paragraph (c) below, to represent ownership of the number of shares of Parent Common Stock into which the number of shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)shown thereon have been converted as contemplated by this Article II.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Newmedia Spark PLC)

Exchange Procedures. As soon as practicable Within five Business Days after the Effective Time, Parent will instruct Acquiror shall cause the Exchange Agent to mail to each holder of record a Bank Certificate who has not surrendered the Bank Certificate representing all of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Bank Common Stock (the "Certificates") that were converted owned by such holder pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock 3.02 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Bank Certificates shall pass, only upon proper delivery of the Bank Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent Acquiror may reasonably specify that are not inconsistent with the terms of this Agreement)specify, and (ii) instructions for use in effecting the surrender of the such Bank Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Bank Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Bank Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that one or more shares of Acquiror Common Stock (which shall, in the sole discretion of Acquiror, be in uncertificated book-entry form unless a physical certificate is requested or otherwise required) representing, in the aggregate, the whole number of whole shares of Parent Common Stock which that such holder has the right to receive in accordance with pursuant to Section 2.1(a) in respect of the 3.01 and Section 3.03 (after taking into account all shares of Company Bank Common Stock formerly evidenced then held by such Certificateholder), and (B) a check for the cash portion of the Merger Consideration (subject to the proration provisions of Section 3.03) and for the cash that such holder has the right to receive pursuant to the provisions of this Article III, including cash in lieu of any fractional shares of Acquiror Common Stock pursuant to Section 3.11 and dividends and other distributions pursuant to Section 3.09. No interest shall be paid or shall accrue on any cash payable for the cash portion of the Merger Consideration or pursuant to Section 3.09 or Section 3.11. In the event of a transfer of ownership of Bank Common Stock which shall not have been registered in the transfer records of Bank, one or more shares of Acquiror Common Stock evidencing, in the aggregate, the proper number of shares of Acquiror Common Stock and a check for the cash portion of the Merger Consideration, the cash in lieu of any fractional shares of Acquiror Common Stock pursuant to Section 3.11 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)3.09, and (C) any cash in lieu of any fractional shares of Parent may be issued with respect to such Bank Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Bank Certificate evidencing representing such Company shares of Bank Common Stock is shall be presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to Persons who have made an effective Cash Election as provided in Section 3.02 and Section 3.03 and surrendered Bank Certificates as provided therein shall be treated as if they have properly surrendered Bank Certificates together with the Effective Time, represented shares letter of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable transmittal pursuant to this Section 2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d)3.08.

Appears in 1 contract

Samples: Employment Agreement (Millennium Bankshares Corp)

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