Exchange Procedures. Promptly after the Effective Time, the Exchange Agent will distribute to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Barksdale James L), Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (America Online Inc)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent will distribute to mail to each former holder of record of Company Common StockStock (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 which shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent for cancellation of one such Certificate (or more certificatesaffidavit of loss in lieu thereof as provided in Section 2.02(h)), accompanied by a duly executed together with such letter of transmittal transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror whole TopCo Common Stock into which Shares, CCRs and/or cash representing the Merger Consideration that such shares of Company Common Stock were converted holder has the right to receive pursuant to the Merger and this Article II, cash in lieu of any dividends or distributions related thereto which fractional TopCo Common Shares such former holder of Company Common Stock is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and the provisions Certificate so surrendered shall forthwith be canceled. In the event of this Article III. If shares a transfer of Acquiror ownership of Company Common Stock are to which is not registered in the transfer records of the Company, payment of the Merger Consideration may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror TopCo that any such Tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, neither CCRs and/or cash representing the Exchange Agent nor Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any party hereto will be liable fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or other distributions thereon delivered such holder is entitled to a public official receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any applicable escheat Lawconsideration payable to holders of Certificates pursuant to the provisions of this Article II.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (Energy Transfer Equity, L.P.), Limited Liability Company Agreement (Williams Companies Inc), Agreement and Plan of Merger (Energy Transfer Equity, L.P.)
Exchange Procedures. Promptly 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 shall cause the Exchange Agent will distribute to transmit (or mail in the case of certificated Shares) to each former holder of Company Common StockShares, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares shall pass, only upon surrender delivery of the Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for cancellation use in effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced the Shares in exchange for whole shares of Company Parent Common Stock, certificates evidencing the appropriate number cash in lieu of any fractional shares of Acquiror Parent Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger Section 3.1(d) and any dividends or other distributions related thereto payable pursuant to Section 3.2(c). Upon surrender of Shares for cancellation and exchange 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) to which such former holder is entitled pursuant to Section 3.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment by check in lieu of Company fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 3.1(d) and any dividends or distributions payable pursuant to Section 3.2(c), and the provisions of this Article IIIShares so surrendered shall forthwith be cancelled. If shares any portion of Acquiror Common Stock are the Merger Consideration is to be issued to registered in the name of a Person other than the Person in whose name the applicable surrendered certificate or certificates are Share is registered, it will shall be a condition of issuance of Acquiror Common Stock to the registration thereof that the surrendered certificate or certificates shall Share be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall delivery of the Merger Consideration pay any transfer or other similar Taxes required by reason as a result of such registration in the issuance name of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate such Share or certificates or such Person shall establish to the satisfaction of Acquiror the Exchange Agent that any such Tax has been paid or is not applicablepayable. Notwithstanding Until surrendered as contemplated by this Section 3.2(b), each Share shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive the Merger Consideration (and any party hereto will amounts to be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official paid pursuant to Section 3.1(d) or Section 3.2(c)) upon such surrender. No interest shall be paid or shall accrue on any applicable escheat Lawamount payable pursuant to Section 3.1(d) or Section 3.2(c).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (GenOn Energy, Inc.), Agreement and Plan of Merger (Fitlife Brands, Inc.), Agreement and Plan of Merger (iSatori, Inc.)
Exchange Procedures. Promptly 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 shall cause the Exchange Agent will distribute to mail to each former holder of Company Common StockShares, which at the Effective Time were converted into the right to receive 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 Shares shall pass, only upon surrender delivery of the Shares to the Exchange Agent Agent) and (ii) instructions for use in effecting the surrender of the Shares in exchange for, as applicable, cash Merger Consideration, certificates representing whole Common Units (or appropriate alternative arrangements shall be made by Parent if uncertificated Common Units will be issued), cash in lieu of any fractional Common Units pursuant to Section 2.1(d) and any distributions payable pursuant to Section 2.3(c). Upon surrender of Shares for cancellation of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal 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, as applicable, that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror whole Common Stock Units (after taking into account all Shares surrendered by such holder) to which such shares of Company Common Stock were converted holder is entitled pursuant to the Section 2.1 and payment by cash or check of that amount of cash Merger and any dividends or distributions related thereto Consideration to which such former holder is entitled pursuant to Section 2.1, that amount of Company cash in lieu of fractional Common Stock Units which such holder is entitled to receive pursuant to Section 2.1(d) and any distributions payable pursuant to Section 2.3(c), and the provisions of this Article IIIShares so surrendered shall forthwith be cancelled. If shares of Acquiror Common Stock are any cash payment is to be issued made to, or any Common Units constituting any part of the Merger Consideration is to be registered in the name of, a Person person other than the Person person in whose name the applicable surrendered certificate or certificates are Share is registered, it will shall be a condition of issuance of Acquiror Common Stock to the payment or registration thereof that the surrendered certificate or certificates shall Share be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person person requesting such payment shall or delivery of the Merger Consideration pay any transfer or other similar Taxes required by reason as a result of such registration in the issuance name of Acquiror Common Stock to a Person person other than the registered holder of the surrendered certificate such Share or certificates or such Person shall establish to the satisfaction of Acquiror the Exchange Agent that any such Tax has been paid or is not applicablepayable. Notwithstanding Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive the Merger Consideration (and any party hereto will amounts to be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official paid pursuant to Section 2.1(d) or Section 2.3(c)) upon such surrender. No interest shall be paid or shall accrue on any applicable escheat Lawamount payable pursuant to Section 2.1(d) or Section 2.3(c).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Southern Union Co), Agreement and Plan of Merger (Energy Transfer Equity, L.P.)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time and in any event not later than the fifth business day following the Effective Time, ETP shall cause the Exchange Agent will distribute to mail to each former holder of Company Common StockShares, which at the Effective Time were converted into the right to receive 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 Shares shall pass, only upon surrender delivery of the Shares to the Exchange Agent Agent) and (ii) instructions for use in effecting the surrender of the certificates or book-entry notations representing Shares (in each case, “Certificates”) in exchange for, as applicable, cash Merger Consideration, certificates representing whole Common Units (or book-entry notations, if uncertificated Common Units will be issued), cash in lieu of any fractional Common Units pursuant to Section 2.1(d) and any distributions payable pursuant to Section 2.3(c). Upon surrender of Certificates for cancellation of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal 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, as applicable, that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror whole Common Stock Units (after taking into account all Shares surrendered by such holder) to which such shares of Company Common Stock were converted holder is entitled pursuant to the Section 2.1 and payment by cash or check of that amount of cash Merger and any dividends or distributions related thereto Consideration to which such former holder is entitled pursuant to Section 2.1, that amount of Company cash in lieu of fractional Common Stock Units which such holder is entitled to receive pursuant to Section 2.1(d) and any distributions payable pursuant to Section 2.3(c) to which such holder is entitled, and the provisions of this Article IIIShares represented by the Certificates so surrendered shall forthwith be cancelled. If shares of Acquiror Common Stock are any cash payment is to be issued made to, or any Common Units constituting any part of the Merger Consideration is to be registered in the name of, a Person person other than the Person person in whose name the applicable surrendered certificate or certificates are Share is registered, it will shall be a condition of issuance of Acquiror Common Stock to the payment or registration thereof that the surrendered certificate or certificates shall Certificate be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person person requesting such payment shall or delivery of the Merger Consideration pay any transfer or other similar Taxes required by reason as a result of such registration in the issuance name of Acquiror Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror the Exchange Agent that any such Tax has been paid or is not applicablepayable. Notwithstanding Until surrendered as contemplated by this Section 2.3(b), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive the Merger Consideration (and any party hereto will amounts to be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official paid pursuant to Section 2.1(d) or Section 2.3(c)) upon such surrender. No interest shall be paid or shall accrue on any applicable escheat Lawamount payable pursuant to Section 2.1(d) or Section 2.3(c).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Partners, L.P.), Agreement and Plan of Merger (Energy Transfer Partners, L.P.), Agreement and Plan of Merger (Sunoco Inc)
Exchange Procedures. Promptly after the Effective TimeTime (and in any event within five (5) Business Days thereafter), Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company record of Certificates (other than Excluded Shares or any holder of a Certificate who properly made and did not revoke a Mixed Election, a Cash Election or a Stock Election pursuant to Section 4.3) a letter of transmittal in customary form advising such holder of the effectiveness of the Merger and the conversion of its Shares into the right to receive the Merger Consideration, and specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 4.2(g)) and instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 4.2(g)). Each holder of a Certificate who properly made and did not revoke a Mixed Election, a Cash Election or a Stock Election pursuant to Section 4.3 shall be entitled to receive in exchange therefor the Mixed Election Consideration, the Cash Election Consideration or the Stock Election Consideration, as applicable, for each Share formerly represented by such Certificate, any dividends or other distributions payable pursuant to Section 4.2(c) and cash in lieu of any fractional shares of Series C Common StockStock payable pursuant to Section 4.2(e), and the Certificate so surrendered shall forthwith be cancelled. Each holder of a Certificate representing Non-Electing Shares, upon the surrender of such Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(g)) to the Exchange Agent in accordance with the terms of such transmittal materials, shall be entitled to receive in exchange therefor the Mixed Election Consideration for cancellation each Non-Electing Share formerly represented by such Certificate, any dividends or other distributions payable pursuant to Section 4.2(c) and cash in lieu of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced fractional shares of Company Series C Common StockStock payable pursuant to 4.2(e), certificates evidencing and the appropriate Certificate so surrendered shall forthwith be cancelled. 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 that is not registered in the transfer records of the Company, the proper number of shares of Acquiror Series C Common Stock into which such shares in uncertificated form, together with a check for any cash to be paid upon due surrender of Company Common Stock were converted pursuant to the Merger Certificate and any other dividends or distributions related thereto which in respect thereof, may be issued and/or paid to such former holder of Company Common Stock a transferee if the Certificate formerly representing such Shares is entitled to receive pursuant presented to the provisions of this Article IIIExchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable. If any shares (or evidence of Acquiror shares in book-entry form) of Series C Common Stock are to be issued to a Person name other than that in which the Person Certificate surrendered in whose name the surrendered certificate or certificates are exchange therefor is registered, it will shall be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and such exchange that the Person requesting such payment exchange shall pay any stock transfer or other Taxes required by reason of the issuance of Acquiror shares (or evidence of shares in book-entry form) of Series C Common Stock to in a Person name other than that of the registered holder of the surrendered certificate Certificate surrendered, or certificates or such Person shall establish to the satisfaction of Acquiror Parent or the Exchange Agent that any such Tax has Taxes have been paid or is are not applicable. Notwithstanding For the foregoingpurposes of this Agreement, neither the Exchange Agent nor term “Person” shall mean any party hereto will be liable to individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any former holder of Company Common Stock for any Acquiror Common Stock kind or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawnature.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Discovery Communications, Inc.), Voting Agreement (Discovery Communications, Inc.), Voting Agreement (Newhouse Broadcasting Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stock, upon surrender record of a certificate or certificates which immediately prior to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Per Share Merger Consideration 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 delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Merger Consideration. 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, and any such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock, and cash and dividends or distributions related thereto other distributions, if any, which such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII, and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Acquiror Parent Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes (as defined in Section 10.03) required by reason of the issuance of Acquiror shares of Parent Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror Parent that any such Tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender shares of Parent Common Stock and cash and dividends or other distributions, neither if any, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II. No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II. Parent shall pay the charges and expenses of the Exchange Agent nor any party hereto will be liable to any former holder in connection with the exchange of Company Certificates for certificates representing shares of Parent Common Stock for any Acquiror Common Stock or and cash or and dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawother distributions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Gaylord Entertainment Co)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company Common Stockrecord of a 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 surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for cancellation effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced the Certificates in exchange for shares of Company Parent Common Stock or Parent Series A Preferred Stock, certificates evidencing as the appropriate number case may be, (plus cash in lieu of shares fractional shares, if any, of Acquiror Parent Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger and and, any dividends or distributions related thereto on either Parent Common Stock or Parent Series A Preferred 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 the Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock or Parent Series A Preferred Stock, as the case may be, which such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c), and the Certificate so surrendered shall immediately be cancelled. If 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, shares of Acquiror Parent Common Stock are or Parent Series A Preferred Stock, as the case may be, pursuant to Section 2.1(c) and (d) plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c) may be issued or paid to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the any applicable stock transfer taxes have been paid. Until surrendered certificate or certificates as contemplated by this Section 2.2, each Certificate shall be properly endorsed, with signatures guaranteed by a member firm deemed at any time after the Effective Time to represent only the right to receive upon such surrender shares of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Parent Common Stock or Parent Series A Preferred Stock, as the case may be, pursuant to Section 2.1(c) and (d) plus cash or in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions thereon delivered to a public official then payable pursuant to any applicable escheat LawSection 2.2(c) as contemplated by this Section 2.2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Genaissance Pharmaceuticals Inc), Agreement and Plan of Merger (Genaissance Pharmaceuticals Inc), Agreement and Plan of Merger (Clinical Data Inc)
Exchange Procedures. Promptly As soon as reasonably practicable and in any event within ten (10) business days after the Effective Time, the Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stockrecord of a Certificate (i) a letter of transmittal (which shall (A) include a form of election by which each such holder may elect to receive the merger consideration to which such holder is entitled in the form of Parent ADSs or Parent Ordinary Shares in registered form and (B) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for cancellation effecting the surrender of one or more certificatesthe Certificates in exchange for Parent ADRs (plus cash in lieu of fractional shares, accompanied by a duly executed letter if any, of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger Parent ADSs and any dividends or distributions related thereto as provided below) or certificates representing Parent Ordinary Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a Parent ADR representing that number of whole Parent ADSs or a certificate representing that number of Parent Ordinary Shares which such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c), and the Certificate so surrendered shall immediately be cancelled. If shares In the event of Acquiror a transfer of ownership of Company Common Stock are which is not registered in the transfer records of the Company, a Parent ADR representing the proper number of Parent ADSs or a certificate representing the proper number of Parent Ordinary Shares issuable in exchange therefor pursuant to this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c) may be issued or paid to a Person person other than the Person person in whose name the Certificate so surrendered certificate is registered, if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Parent ADR representing Parent ADSs or certificates are registered, it will be a condition representing Parent Ordinary Shares plus cash in lieu of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer fractional shares pursuant to Section 2.2(e) and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official then payable pursuant to any applicable escheat LawSection 2.2(c) as contemplated by this Section 2.2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (New Focus Inc), Agreement and Plan of Merger (Bookham Technology PLC), Agreement and Plan of Merger (Bookham Technology PLC)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stockrecord of a 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 surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions acceptable to Hxxxxx) and (ii) instructions for cancellation effecting the surrender of the Certificates in exchange for certificates representing the same number of Class A Merger Shares and any cash payable in lieu of fractional shares pursuant to Section 6.2(i) and any dividends or other distributions to be paid or issued pursuant to the last sentence of Section 6.2(c). Upon surrender of a Certificate to the Exchange Agent with a duly executed copy of such letter of transmittal and compliance with all such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more certificates, accompanied by a duly executed letter certificates representing the number of transmittal that theretofore evidenced shares Class A Merger Shares equal to one-fourth of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Stratex Common Stock into which represented by such Certificate (rounded down to the next full number of such shares), (B) a check in the amount (after giving effect to any required tax withholdings as provided in Section 6.2(g)) of any cash payable in lieu of fractional shares of Company Common Stock were converted pursuant to Section 6.2(i) plus any cash dividends and distributions such holder is entitled to receive upon such surrender pursuant to Section 6.2(c), and (C) any non-cash dividends or distributions such holder is entitled to receive upon such surrender, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. If the issuance of a certificate representing Class A Merger and Shares or any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued made to a Person other than the Person in whose name the surrendered certificate or certificates are Certificate is registered, it will shall be a condition of issuance of Acquiror Common Stock precedent to such payment that (x) the Certificate so surrendered certificate be properly endorsed or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that (y) the Person requesting such payment shall pay any have established to the satisfaction of the Surviving Corporation that all transfer or and other Taxes required by reason of the issuance payment of Acquiror Common Stock the Merger Consideration and any dividends or distributions to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has Certificate have been paid or is are not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will required to be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawpaid.
Appears in 3 contracts
Samples: Intellectual Property Agreement (Harris Corp /De/), Formation, Contribution and Merger Agreement (Harris Corp /De/), Intellectual Property Agreement (Stratex Networks Inc)
Exchange Procedures. Promptly after the Effective Time (and in any event within five Business Days thereafter), the Exchange Agent shall mail to each holder of record of Shares represented by a Certificate (other than holders of Excluded Shares) or Uncertificated Shares (i) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon 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, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates as provided in 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 Exchange Agent may reasonably request)) to the Exchange Agent. Upon surrender of a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(g)) to the Exchange Agent in accordance with the terms of such letter of transmittal or with respect to Uncertificated Shares receipt of an “agent’s message” in customary form (or such other evidence, if any, as the Exchange Agent may reasonably request) by the Exchange Agent, the holder of such Certificate or Uncertificated Share shall be entitled to receive in exchange therefor non-certificated shares of Parent Common Stock in book-entry form and cash in lieu of any fractional share of Parent Common Stock pursuant to Section 2.2(e) and any dividends or other distributions pursuant to Section 2.2(c), less any required Tax withholdings as provided in Section 2.4. The Certificate or Uncertificated Share so surrendered shall forthwith be cancelled. Until due surrender of the Certificates or Uncertificated Shares, each Certificate and Uncertificated Share shall be deemed, from and after the Effective Time, to represent only the Exchange Agent will distribute right to each former holder receive shares of Company Parent Common StockStock (and cash in lieu of any fractional share of Parent Common Stock pursuant to Section 2.2(e)). In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the applicable portion of Merger Consideration to be exchanged upon due surrender of the Certificate or Uncertificated Share pursuant to Section 2.1(a) may be issued and paid to such transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent for cancellation of one or more certificatesAgent, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which all documents required to evidence and effect such shares of Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror evidence that any such Tax has applicable stock transfer Taxes have been paid or is are not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Advaxis, Inc.), Agreement and Plan of Merger (Ayala Pharmaceuticals, Inc.), Agreement and Plan of Merger (Advaxis, Inc.)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stocka 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 delivery of the Certificates to the Exchange Agent, and which letter shall be in such form and have such other provisions as MCI WorldCom may reasonably specify and (ii) instructions for effecting the surrender of such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate, if it is a Certificate for cancellation of Sprint Capital Stock shall be entitled to receive in exchange therefor (A) one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stockapplicable MCI WorldCom Capital Stock representing, certificates evidencing in the appropriate aggregate, the whole number of shares of Acquiror Common Stock into which that such shares of Company Common Stock were converted holder has the right to receive pursuant to Section 1.8, and (B) a check in the Merger and any dividends or distributions related thereto which amount equal to the cash that such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article III. If II including cash in lieu of any fractional shares of Acquiror Common applicable MCI WorldCom Capital Stock are pursuant to Section 2.5 and any dividends or other distributions pursuant to Section 2.3, and in each case 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 Sprint Capital Stock which is not registered in the transfer records of Sprint, one or more shares of applicable MCI WorldCom Capital Stock evidencing, in the aggregate, the proper number of shares of applicable MCI WorldCom Capital Stock and a check in the proper amount of cash in lieu of any fractional shares of applicable MCI WorldCom Capital 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 Sprint Capital Stock to such a Person other than transferee if the Person in whose name Certificate representing such shares of Sprint Capital Stock is presented to the surrendered certificate or certificates are registeredExchange Agent, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed accompanied by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for all documents required to evidence and effect such transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror evidence that any such Tax has applicable stock transfer taxes have been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawpaid.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sprint Corp), Agreement and Plan of Merger (Mci Worldcom Inc), Agreement and Plan of Merger (Mci Worldcom Inc)
Exchange Procedures. Promptly (i) Within five business days after the Effective Time, Peoples shall instruct the Exchange Agent will distribute to mail to each former holder of Company record of an outstanding certificate or certificates which, as of the Effective Time, represented NB&T Financial Common StockShares (other than Treasury Shares and Dissenting Shares) (“Old Certificates”) or uncertificated shares (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Old Certificates shall pass, only upon surrender proper delivery of the Old Certificates, if applicable, or upon delivery of the letter of transmittal in the case of uncertificated shares, to the Exchange Agent Agent, and which shall be in customary form as directed by Peoples and reasonably acceptable to NB&T Financial, and (ii) instructions for cancellation use in effecting the surrender of one the Old Certificates, if applicable, or more certificatesthe letter of transmittal in exchange for the Merger Consideration. Upon the proper surrender of the Old Certificates, accompanied by if applicable, and a properly completed and duly executed letter of transmittal that theretofore evidenced to the Exchange Agent, and such other documents as may reasonably be required by Peoples or the Exchange Agent, the holders of such Old Certificates or uncertificated shares shall be entitled to receive the number of whole shares of Company Peoples Common Stock, certificates evidencing Shares that such holder has the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted right to receive pursuant to Section 3.01(a)(i) and a check in the Merger amount equal to the cash that such holder has the right to receive pursuant to Section 3.01(a)(ii) (including any cash in lieu of fractional shares, if any, that such holder has the right to receive pursuant to Sections 3.01 and 3.03, and any dividends or other distributions related thereto to which such former holder of Company Common Stock is entitled to receive pursuant to Section 3.02). Old Certificates so surrendered shall forthwith be canceled. Within ten days following receipt of the provisions properly completed letter of this Article IIItransmittal and any necessary accompanying documentation, the Exchange Agent shall distribute Peoples Common Shares and cash as provided herein. If there is a transfer of ownership of any shares of Acquiror NB&T Financial Common Stock are to Shares not registered in the transfer records of NB&T Financial, the Merger Consideration shall be issued to a Person other than the Person transferee thereof if the Old Certificates representing such NB&T Financial Common Shares are presented to the Exchange Agent, accompanied by all documents required, in whose name the surrendered certificate or certificates are registeredreasonable judgment of Peoples and the Exchange Agent, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for to evidence and effect such transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror evidence that any such Tax has applicable stock transfer taxes have been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawpaid.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peoples Bancorp Inc), Agreement and Plan of Merger (Nb&t Financial Group Inc)
Exchange Procedures. Promptly after the Effective Time, the Exchange Agent will distribute Parent shall cause to be mailed to each former person who was, at the Effective Time, a holder of Company Common Stock, upon surrender record of Shares entitled to receive the Exchange Agent for cancellation of one or more certificates, accompanied by Merger Consideration pursuant to Section 2.01(a): (i) a duly executed letter of transmittal (which shall be in customary form and shall specify that theretofore evidenced shares delivery shall be effected, and risk of Company Common Stockloss and title to the Shares shall pass, only upon proper delivery of the Shares to the Paying Agent) and (ii) instructions for use in effecting the surrender of the certificates evidencing such Shares (each, a “Certificate” and, together, the appropriate number “Certificates”) or the non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration. Upon surrender of shares Certificates (or effective affidavits of Acquiror Common Stock into loss in lieu thereof) to the Paying Agent for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto (and such other documents as may customarily be required by the Paying Agent), the holder of such Shares shall be entitled to receive in exchange therefor the Merger Consideration which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to Section 2.01(a), and the provisions Certificates so surrendered shall forthwith be canceled. In the event of this Article III. If shares a transfer of Acquiror Common Stock are to ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that registered if the surrendered certificate or certificates Certificate representing such Shares shall be properly endorsedpresented to the Paying Agent, with signatures guaranteed accompanied by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, all documents required to evidence and effect such transfer or otherwise be in proper form for transfer transfer, and that the Person person requesting such payment shall pay any transfer or other Taxes taxes required solely by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at all times after the foregoing, neither Effective Time to represent only the Exchange Agent nor any party hereto will be liable right to any former receive upon such surrender the Merger Consideration to which the holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official such Certificate is entitled pursuant to this Article II. No interest shall be paid or will accrue on any applicable escheat Lawcash payable to holders of Certificates pursuant to the provisions of this Article II. Any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each registered holder of one or more Book-Entry Shares shall automatically upon the Effective Time be entitled to receive, and the Surviving Company shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after the Effective Time (but in no event more than three (3) Business Days thereafter), the Merger Consideration for each Book-Entry Share.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Pall Corp)
Exchange Procedures. Promptly after the Effective Time, the Surviving Entity shall cause the Exchange Agent will distribute to mail to each former holder of record of one or more Certificates (a) a letter of transmittal 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, which letter shall be in customary form and have such other provisions as Parent may reasonably specify and which letter shall be reasonably acceptable to the Company Common Stock, upon prior to the Effective Time and (b) instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Exchange Agent for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Parent Common StockStock which shall be in uncertificated book-entry form unless a physical certificate is requested and which shall represent, certificates evidencing in the appropriate aggregate, the whole number of shares of Acquiror Common Stock that such holder has the right to receive pursuant to Section 1.8 (after taking into which such account all shares of Company Common Stock were converted pursuant then held by such holder) and (ii) a check in the amount equal to any cash that such holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of Section 1.8 and this Article III. If II, consisting of the cash consideration pursuant to Section 1.8, cash in lieu of any fractional shares of Acquiror Parent Common Stock are Stock, as the case may be, pursuant to be issued Section 2.5 and dividends and other distributions pursuant to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it Section 2.3. No interest will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicablewill accrue on any cash payable pursuant to Section 1.8, Section 2.3 or Section 2.5. Notwithstanding In the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder event of a transfer of ownership of Company Common Stock for any Acquiror that is not registered in the transfer records of the Company, one or more shares of Parent Common Stock or evidencing, in the aggregate, the proper number of shares of Parent Common Stock and a check in the proper amount of any cash or consideration pursuant to Section 1.8, cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.5 and any dividends or other distributions thereon delivered to a public official which such holder is entitled pursuant to Section 2.3, may be issued with respect to such Company Common Stock, as the case may be, to such a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable escheat Lawstock transfer taxes have been paid.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verizon Communications Inc), Agreement and Plan of Merger (Mci Inc)
Exchange Procedures. Promptly after the Effective TimeTime (and in any event within three (3) Business Days thereof), the Parent shall cause the Exchange Agent will distribute to mail to each former holder of record of Shares (other than holders of Excluded Shares) (i) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(g)) to the Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company Common Stockmay reasonably agree, upon and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(g)) in exchange for the Merger Consideration. Upon surrender of a Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(g)) to the Exchange Agent for cancellation in accordance with the terms of one or more certificates, accompanied by a duly executed such letter of transmittal transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Parent Common Stock into (rounded down to the nearest whole share) which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article III. If IV (after taking into account all the shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock then held by such holder under all such Certificates so surrendered), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 4.2(e), and any dividends or other distributions to which such holder is entitled pursuant to Section 4.2(c). No interest will be paid or will accrue on any cash payable pursuant to Section 4.2(c) or 4.2(e). The Exchange Agent shall forthwith cancel the Certificates so surrendered. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and a check for any Acquiror Common Stock or cash or dividends or distributions thereon delivered factional shares to a public official pursuant be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable escheat Lawstock transfer taxes have been paid or are not applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compex Technologies Inc), Agreement and Plan of Merger (Encore Medical Corp)
Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent will distribute to mail to each former holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Company Common StockStock (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 surrender proper delivery of the Certificates to the Exchange Agent and shall be in customary form and subject to the reasonable approval of the Company prior to the Effective Time) and (ii) instructions for cancellation use in effecting the surrender of one or more certificates, accompanied by a duly executed letter the Certificates in exchange for the Merger Consideration payable in respect of transmittal that theretofore evidenced the shares of Company Common StockStock represented by such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, certificates evidencing properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the appropriate holder of such Certificate shall be entitled to receive in exchange therefor (A) 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 of Acquiror Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 1.6 (after taking into account all shares of Company Common Stock into previously represented by all Certificates then held by such holder) and (B) a check in the amount equal to the cash portion of the Merger Consideration, if any, that such holder has the right to receive pursuant to Section 1.6 and this Article II, including cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(e) and dividends and other distributions pursuant to Section 2.1(c). No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. 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, the Merger Consideration payable in respect of such shares of Company Common Stock were converted pursuant may be paid to a transferee if the Merger and any dividends or distributions related thereto which Certificate representing such former holder shares of Company Common Stock is entitled to receive pursuant presented to the provisions of this Article III. If shares of Acquiror Common Stock are Exchange Agent, accompanied by all documents required to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for evidence and effect such transfer and that the Person requesting such payment exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the issuance delivery of Acquiror Common Stock to a Person the Merger Consideration in any name other than that of the registered holder of the surrendered certificate Certificate surrendered, or certificates required for any other reason, or such Person shall establish to the satisfaction of Acquiror the Exchange Agent that any such Tax has been paid or is not applicablepayable. Notwithstanding Until surrendered as contemplated by this Section 2.1, each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor any party hereto will be liable right to any former holder receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock for represented by such Certificate, cash in lieu of any Acquiror fractional shares of Parent Common Stock or cash or to which such holder is entitled pursuant to Section 2.1(e) and any dividends or other distributions thereon delivered to a public official which such holder is entitled pursuant to any applicable escheat LawSection 2.1(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Patina Oil & Gas Corp), Agreement and Plan of Merger (Noble Energy Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation record of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(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 delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent, together with such letter of transmittal, duly executed, and any dividends or distributions related thereto such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that number of whole Parent ADSs which such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and any cash in lieu of fractional Parent ADSs to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of shares of Acquiror Company Common Stock are to which is not registered in the transfer records of the Company, the proper amount of cash, if any, may be paid and the proper number of Parent ADSs may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment and issuance shall pay any transfer or other Taxes taxes required by reason of the payment of any cash and the issuance of Acquiror Common Stock Parent ADSs to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the Merger Consideration, neither any dividends or other distributions to which the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official such Certificate is entitled pursuant to Section 2.02(c) and any applicable escheat Lawcash in lieu of fractional Parent ADSs to which such holder is entitled pursuant to Section 2.02(e). No interest shall be paid or shall 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 (Collateral Therapeutics Inc), Agreement and Plan of Merger (Collateral Therapeutics Inc)
Exchange Procedures. Promptly after the Effective Time but in any event within two (2) business days, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a Unit or Units that were converted into the right to receive the applicable Per Unit Consideration pursuant to Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(d) and any dividends or other distributions pursuant to Section 1.7(d): (i) a letter of transmittal (which shall specify that surrender of Units shall be effected only upon delivery of the letter of transmittal to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Units in exchange for (1) the applicable Per Unit Consideration, (2) cash in lieu of any fractional shares pursuant to Section 1.6(d) and (3) any dividends or other distributions pursuant to Section 1.7(d). Upon delivery of such Letter of Transmittal to the Exchange Agent or to such other agent or agents as may be appointed by Parent, 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 Units surrendered by such Letter of Transmittal shall be entitled to receive in exchange for each such Unit the applicable Per Unit Consideration (after taking into account all Units surrendered by such holder) to which such holder is entitled pursuant to Section 1.6(a), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.6(d) and any dividends or distributions payable pursuant to Section 1.7(d), and the Units so surrendered shall forthwith be canceled. Any shares of Parent Common Stock issued in exchange for Units shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law or regulation. Until so surrendered, each Unit will be deemed from and after the Effective Time, for all corporate purposes, to evidence the Exchange Agent will distribute to each former holder ownership of Company Common Stock, upon surrender to the Exchange Agent for cancellation applicable Per Unit Consideration (which shall include Cash Consideration and/or the number of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced full shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Parent Common Stock into which such Units shall have been so converted) and the right to receive an amount in cash in lieu of the issuance of any fractional shares of Company Common Stock were converted pursuant to the Merger in accordance with Section 1.6(d) and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive payable pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat LawSection 1.7(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (US BioEnergy CORP), Agreement and Plan of Merger (Millennium Ethanol, LLC)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation record of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(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 delivery of the Certificates to the Exchange Agent and which shall be in customary form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for certificates (or evidence of shares in book-entry form) representing the Stock Consideration portion of the Merger Consideration and cash representing the Cash Consideration portion of the Merger Consideration, any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate (or evidence of shares in book-entry form) representing that number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the Merger and any dividends or distributions related thereto which such former holder 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 and (B) a check for the cash that such holder is entitled to receive pursuant to the provisions of this Article III. If II after taking into account all the shares of Acquiror Company Common Stock are then held by such holder under all such Certificates so surrendered, including for the Cash Consideration portion of 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 any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall then be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, (w) a certificate (or evidence of shares in book-entry form) representing the proper number of shares of Parent Common Stock, (x) a check for the Cash Consideration portion of the Merger Consideration, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that if, upon presentation to the surrendered certificate or certificates Exchange Agent, such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of Parent Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror the Exchange Agent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the Merger Consideration, neither any dividends or other distributions to which the Exchange Agent nor holder of such Certificate is entitled pursuant to Section 2.02(c) and cash in lieu of any party hereto fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e). No interest will be liable paid or will accrue on the Merger Consideration or on any cash payable to any former holder holders of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official Certificates pursuant to any applicable escheat LawSection 2.02(c) or (e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacificare Health Systems Inc /De/), Agreement and Plan of Merger (Unitedhealth Group Inc)
Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Xxxxxx Common StockStock and that at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (the “Certificates”), (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 surrender delivery of the Certificates to the Exchange Agent Agent) and (ii) instructions for cancellation use in effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to Certificates in exchange for the Merger Consideration and any dividends or other distributions related thereto payable pursuant to Section 2.2(c). Upon surrender of Certificates 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 Certificates shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, to which such former holder is entitled pursuant to Section 2.1, the cash portion, if any, of Company Common Stock the Election Merger Consideration to which such holder is entitled to pursuant to Section 2.1, the Cash Merger Consideration to which such holder is entitled pursuant to Section 2.1, payment in lieu of fractional shares which such holder is entitled to receive pursuant to Section 2.1(e) and any dividends or distributions payable pursuant to Section 2.2(c), and the provisions Certificates so surrendered shall forthwith be canceled. In the event of this Article III. If a transfer of ownership of Xxxxxx Common Stock which is not registered in the transfer records of Xxxxxx, the proper number of shares of Acquiror Parent Common Stock are to Stock, if any, may be issued to to, and the cash portion, if any, of the Election Merger Consideration, the Cash Merger Consideration, payment in lieu of fractional shares and any dividends or distributions payable may be paid to, a Person other than the Person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of Parent Common Stock Stock, payment of the cash portion of the Election Merger Consideration and payment of the Cash Merger Consideration, payment in lieu of fractional shares and any dividends or distributions payable to a Person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive the Merger Consideration (and any party hereto will amounts to be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official paid pursuant to Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on any applicable escheat Lawamount payable pursuant to Section 2.1(e) or Section 2.2(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andrew Corp), Agreement and Plan of Merger (Commscope Inc)
Exchange Procedures. Promptly (a) As promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Parent shall cause the Exchange Agent will distribute to mail to each former person who was, immediately prior to the Effective Time, a holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation record of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Old Certificates representing shares of Company Common Stock were that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for the consideration for certificates representing the number of whole Parent Common Shares, any cash in lieu of fractional shares and the cash portion of the Merger and Consideration which shares of Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement, as well as any dividends or distributions related thereto to be paid pursuant to Section 2.2(b). From and after the Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole Parent Common Shares to which such former holder of Company Common Stock is shall have become entitled pursuant to the provisions of Article I and (ii) a check representing the amount of (A) the cash portion of the Merger Consideration which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article III. If II, (B) any cash in lieu of fractional shares of Acquiror Common Stock are which such holder has the right to be issued to a Person other than the Person receive in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm respect of the New York Stock Exchange Old Certificate or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the Old Certificates surrendered certificate or certificates or such Person shall establish pursuant to the satisfaction provisions of Acquiror that this Article II and (C) any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered which the holder thereof has the right to a public official receive pursuant to this Section 2.2, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued with respect to any applicable escheat Lawproperty to be delivered upon surrender of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chubb Corp), Agreement and Plan of Merger
Exchange Procedures. Promptly after the Effective Time, but in no event later than ten days thereafter, the Surviving Entity shall cause the Exchange Agent will distribute to mail or deliver to each former person who was, immediately prior to the Effective Time, a holder of Company record of NAL Common StockStock a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Old Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) containing instructions for use in effecting the surrender of Old Certificates in exchange for the consideration to which such person may be entitled pursuant to this Article III. Upon surrender to the Exchange Agent of an Old Certificate for cancellation of one or more certificates, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares duly executed and completed in accordance with the instructions thereto, the holder of Company Common Stocksuch Old Certificate shall promptly be provided in exchange therefor, certificates evidencing but in no event later than ten business days after due surrender, a New Certificate and a check in the appropriate number of shares of Acquiror Common Stock into amount to which such shares of Company Common Stock were converted holder is entitled pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III, and the Old Certificate so surrendered shall forthwith be canceled. If shares of Acquiror Common Stock are No interest will accrue or be paid with respect to any cash or other property to be issued to a Person other than delivered upon surrender of any Old Certificates. Each of FNFG and the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates Surviving Entity shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United Statesentitled to deduct and withhold, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither cause the Exchange Agent nor any party hereto will be liable to deduct and withhold, from the consideration otherwise payable pursuant to this Agreement to any former holder of Company NAL Common Stock such amounts as it may be required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by FNFG, the Surviving Entity or the Exchange Agent, as the case may be, the withheld amounts shall be treated for any Acquiror all purposes of this Agreement as having been paid to the holders of NAL Common Stock in respect of which the deduction and withholding was made by FNFG, the Surviving Entity or cash the Exchange Agent, as the case may be, and such amounts shall be delivered by FNFG, the Surviving Entity or dividends or distributions thereon delivered the Exchange Agent, as the case may be, to a public official pursuant to any the applicable escheat Lawtaxing authority.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Niagara Financial Group Inc), Agreement and Plan of Merger (Newalliance Bancshares Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time and in no event later than three Business Days following the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of record of a Certificate whose shares of Company Common StockStock were converted into the right to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable 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 shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in customary form and contain customary provisions) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e). Each holder of record of one or more Certificates shall, upon surrender to the Exchange Agent for cancellation of one such Certificate or more certificatesCertificates, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor (i) the amount of cash to which such holder is entitled pursuant to Section 2.01(d), (ii) a certificate or certificates representing that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror whole Parent Common Stock Shares (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 2.01(d), (iii) any dividends or distributions payable pursuant to Section 2.02(c) and (iv) cash in lieu of any fractional shares payable pursuant to Section 2.02(e), and the Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock were converted pursuant to which is not registered in the transfer records of the Company, payment of the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to Consideration may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer transfer, and that the Person person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate transfer or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax has Taxes have been paid or is are not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law.Until surrendered as contemplated by this
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trane Inc.), Agreement and Plan of Merger (Ingersoll Rand Co LTD)
Exchange Procedures. (a) Promptly after the Effective Time, and in any event not later than the fifth (5th) Business Day following the Effective Time, the Surviving Corporation shall cause the Exchange Agent will distribute to mail to each former holder of record of a 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, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (ii) instructions for effecting the surrender of such Certificates (or effective affidavits of loss in lieu thereof) in exchange for the applicable Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, upon Stock to be issued or paid in consideration therefor pursuant to Section 2.6 of this Agreement and any dividends or distributions to which such holder is entitled pursuant to Section 2.4 of this Agreement. Upon surrender of a Certificate to the Exchange Agent for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor: (A) one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Parent Common StockStock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, certificates evidencing in the appropriate aggregate, the whole number of shares of Acquiror Common Stock that such holder has the right to receive pursuant to Section 1.8 (after taking into which such account all shares of Company Common Stock were converted then held by such holder) and (B) cash in the amount equal to the Cash Consideration that such holder has the right to receive pursuant to Section 1.8, plus cash that such holder has the Merger right to receive in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.6 and any dividends or and other distributions related thereto which such former holder pursuant to Section 2.4 (in each case, after taking into account all shares of Company Common Stock then held by such holder). Notwithstanding anything to the contrary contained in this Agreement, any holder of Company Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat LawAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sykes Enterprises Inc), Agreement and Plan of Merger (Ict Group Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of MS Common Stock or MS Preferred Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration or shares of DWD Preferred Stock, as applicable, 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 surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as DWD and MS may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration or shares of DWD Preferred Stock, as applicable. Upon surrender of a Certificate for cancellation of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror DWD Common Stock into or DWD Preferred Stock which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article IIIII, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of DWD Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be cancelled. If In the event of a transfer of ownership of MS Common Stock or MS Preferred Stock which is not registered in the transfer records of MS, a certificate representing the proper number of shares of Acquiror DWD Common Stock are to or DWD Preferred Stock may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of DWD Common Stock or DWD Preferred Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror DWD that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the Merger Consideration or shares of DWD Preferred Stock, neither as applicable, which the Exchange Agent nor holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any party hereto will be liable to any former holder fractional share of Company DWD Common Stock for in accordance with Section 2.02(e). No interest shall be paid or will accrue on any Acquiror Common Stock or cash or dividends or distributions thereon delivered payable to a public official holders of Certificates pursuant to any applicable escheat Lawthe provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Morgan Stanley Group Inc /De/), Agreement and Plan of Merger (Dean Witter Discover & Co)
Exchange Procedures. Promptly (i) As promptly as practicable after the Effective Time (but in no event later than five (5) Business Days following the Effective Time), the Exchange Agent will distribute shall mail to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation record of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced Certificate representing shares of Company Common Stock, certificates evidencing whose shares were converted pursuant to Section 2.1(c) into the appropriate number right to receive the Per Share Merger Consideration: (i) a letter of shares transmittal (which shall specify that delivery shall be effected, and risk of Acquiror loss and title to a Certificate shall pass, only upon delivery of such Certificate to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for effecting the surrender of the Certificates in exchange for payment of the Per Share Merger Consideration plus, if applicable, any Additional Per Share Merger Consideration payable in accordance with Section 2.6. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and properly completed, the holder of such Certificate shall be entitled to receive in exchange therefor the Per Share Merger Consideration (plus, if applicable, any Additional Per Share Merger Consideration payable in accordance with Section 2.6) for each share of Company Common Stock into which formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration as contemplated by this Section 2.2 plus, if applicable, any Additional Per Share Merger Consideration payable in accordance with Section 2.6 and shall not evidence any interest in, or any right to exercise the rights of a stockholder or other equity holder of, the Company or the Surviving Corporation. In the event of a transfer of ownership of shares of Company Common Stock were converted pursuant that is not registered in the transfer records of the Company, the issuance of Parent ADSs or book-entries permitting the proper number of Parent ADSs, together with a check for any cash to be paid upon due surrender of the Certificate, shall be made to such transferee (after giving effect to any required Tax withholdings as provided in Section 2.5) if the Certificate formerly representing such shares is presented to the Merger Exchange Agent, accompanied by all documents reasonably required to evidence and any dividends or distributions related thereto which effect such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and to evidence that the Person requesting such payment shall pay any and all transfer or and other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has transferee have been paid or is are not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peak Bio, Inc.), Agreement and Plan of Merger (Akari Therapeutics PLC)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of MCI Common StockStock (and the associated Rights) (the "Certificates") that were converted into the right to receive BT ADSs pursuant to Section 1.8(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as BT may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for BT ADRs. Upon surrender of a Certificate for cancellation to the Exchange Agent for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more certificatesBT ADRs representing, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stockin the aggregate, certificates evidencing the appropriate whole number of shares of Acquiror Common Stock into which BT ADSs that such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of Article I (after taking into account all shares of MCI 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 Article I and this Article IIIII, including cash in lieu of any fractional BT ADSs pursuant to Section 2.5, and the Certificate so surrendered shall forthwith be cancelled. If shares In the event of Acquiror a transfer of ownership of MCI Common Stock are that is not registered in the transfer records of MCI, one or more BT ADRs evidencing, in the aggregate, the proper number of BT ADSs may be issued, a check in the proper amount of cash may be paid pursuant to Section 1.8 and cash in lieu of any fractional BT ADSs and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3 may be issued paid to a Person other than the Person in whose name the Certificate so surrendered certificate is registered if the Certificate representing such MCI Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Article II, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the Merger Consideration with respect to the shares of MCI Common Stock formerly represented thereby to which such holder is entitled pursuant to Section 1.8(b), cash in lieu of any fractional BT ADSs to which such holder is entitled pursuant to Section 2.5 and any dividends or certificates are registered, it other distributions to which such holder is entitled pursuant to Section 2.3. No interest will be a condition paid or will accrue on any cash payable in lieu of issuance of Acquiror Common Stock that the surrendered certificate any fractional BT ADSs payable pursuant to Section 2.5 or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer dividends or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official payable pursuant to any applicable escheat LawSection 2.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (British Telecommunications PLC), Agreement and Plan of Merger (Mci Communications Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Paying Agent will distribute shall mail to each former holder all holders of Company Common Stockrecord of Certificates, upon surrender which immediately prior to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Effective Time represented outstanding shares of Company Common Stock and which were converted into the right to receive the Merger Consideration pursuant to Section 2.01(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 delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for surrendering Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and any dividends or distributions related thereto which such former holder other documents as may reasonably be required by the Paying Agent, each of the holders of such Certificates shall be entitled to receive in exchange therefor the amount of cash payable in respect of the shares of Company Common Stock is entitled to receive theretofore represented by such Certificates pursuant to the provisions of this Article IIIII, and each of the Certificates so surrendered shall forthwith be canceled. If shares In the event of Acquiror a transfer of ownership of Company Common Stock are to that is not registered in the stock transfer records of the Company, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be is registered if such Certificate has been properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise is in proper form for transfer and that the Person person requesting such payment shall pay pays any transfer taxes or other Taxes required by reason of the issuance of Acquiror Common Stock payment to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish establishes to the satisfaction of Acquiror Parent that any such Tax has Taxes have been paid or is are not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.03, each Certificate shall be deemed after the foregoing, neither Effective Time to represent only the Exchange Agent nor any party hereto will be liable right to any former holder receive upon such surrender the Merger Consideration into which the shares of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official theretofore represented by such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any applicable escheat Lawcash payable upon surrender of any Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Riviera Holdings Corp), Agreement and Plan of Merger (Isle Investors LLC)
Exchange Procedures. (i) Promptly after the Effective Time, Menlo shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stockrecord of a certificate or certificates which immediately prior to the Effective Time represented outstanding Foamix Shares (the “Certificates”) or Book Entry Shares, which at the Effective Time were converted into the right to receive 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 surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Menlo may reasonably specify), (ii) instructions for cancellation use in effecting the surrender of one or more certificatesthe Certificates in exchange for the Merger Consideration, accompanied by a duly executed letter cash in lieu of transmittal that theretofore evidenced any fractional shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger Section 2.1(f) and any dividends or other distributions related thereto payable pursuant to Section 2.2(c), and (iii) a duly completed and validly executed declaration and/or Qualified Tax Certificate (or such other forms as may be required under any applicable Tax law, the 104H Tax Ruling, the 104H Interim Ruling, and each in such form as may be reasonably requested by the Exchange Agent, or such forms as prescribed in the Withholding Tax Ruling) in which the beneficial owner of Foamix Shares provides certain information necessary for the Exchange Agent to determine whether any amounts need to be withheld from the consideration payable or otherwise deliverable to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling). Upon (A) in the case of Foamix Shares represented by a Certificate, the surrender of such certificate for cancellation to the Exchange Agent; or (B) in the case of Book-Entry Shares, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, including a duly completed and validly executed declaration and/or Qualified Tax Certificate or such other forms as may be required under any applicable Tax law, the 104H Tax Ruling, the 104H Interim Ruling, or such forms as prescribed in the Withholding Tax Ruling, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificates or Book Entry Shares, as applicable, shall be entitled to receive in exchange therefor such number of whole shares of Menlo Common Stock to which such former holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book-entry form), payment, subject to any applicable withholding tax pursuant to Section 2.2(h), in lieu of Company Common Stock fractional shares which such holder is entitled to receive pursuant to Section 2.1(f), any dividends or distributions payable pursuant to Section 2.2(c) and Contingent Stock Rights, and the provisions Certificates so surrendered shall forthwith be cancelled. The Contingent Stock Rights shall not be evidenced by a certificate or other instrument. In the event of this Article III. If shares a transfer of Acquiror Common ownership of Foamix Shares which is not registered in the transfer records of Foamix, certificates representing the proper amount of Merger Consideration (including, for the avoidance of doubt, payment in the form of or with respect to the Contingent Stock are to Rights) may be issued to a Person (as defined in Section 8.14(vv)) other than the Person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of Menlo Common Stock and Contingent Stock Rights to a Person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror Menlo that any such Tax tax has been paid or is not applicableapplicable and subject to the provisions of Section 2.2(h). Notwithstanding Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive the Merger Consideration (and any party hereto will amounts to be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official paid pursuant to Section 2.1(f) or Section 2.2(c)) upon such surrender No interest shall be paid or shall accrue on any applicable escheat Lawamount payable pursuant to Section 2.1(f) or Section 2.2(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Foamix Pharmaceuticals Ltd.), Agreement and Plan of Merger (Menlo Therapeutics Inc.)
Exchange Procedures. Promptly after the Effective Time, but in any event no later than the fifth Business Day after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stockrecord of a Certificate (or, in the case of uncertificated Shares, evidence of such Shares in book-entry form) whose Shares were converted into the right to receive the Merger Consideration and cash in lieu of any fractional shares payable pursuant to Section 2.2(d) (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 customary form and contain customary provisions including customary provisions with respect to delivery of an "agent's message" with respect to Shares held in book-entry form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and cash in lieu of any fractional shares payable pursuant to Section 2.2(d). Each holder of record of one or more Certificates shall, upon surrender to the Exchange Agent for cancellation of one such Certificate or more certificatesCertificates (or, accompanied by a duly executed if applicable, delivery of an "agent's message"), together with such letter of transmittal that theretofore evidenced shares of Company Common Stocktransmittal, certificates evidencing duly executed, and such other documents as may reasonably be required by the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is Exchange Agent, be entitled to receive in exchange therefor (i) the amount of cash to which such holder is entitled pursuant to the provisions Section 2.1(c), (ii) a certificate or certificates representing that number of this Article III. If whole shares of Acquiror Parent Common Stock are (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 2.1(c) and (iii) cash in lieu of any fractional shares payable pursuant to Section 2.2(d), and the Certificates so surrendered shall forthwith be issued cancelled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate transfer or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax has Taxes have been paid or is are not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive upon such surrender the Merger Consideration and cash in lieu of any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official fractional shares payable pursuant to Section 2.2(d). No interest shall be paid or will accrue on any applicable escheat Lawpayment to holders of Certificates or holders of Shares in book-entry form pursuant to the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Turbochef Technologies Inc), Agreement and Plan of Merger (Middleby Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute Surviving Corporation shall cause to be mailed to each former holder of Company Common Stock, upon surrender record of a certificate or certificates which immediately prior to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Effective Time represented outstanding shares of Company Common Stock (the “Company Certificates”), whose shares were converted into the right to receive shares of Parent 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 Merger Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and any dividends shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates or distributions related thereto shares held electronically through a broker-dealer (or book entries in the case of shares that are subject to vesting and/or repurchase rights in favor of the Company) representing shares of Parent Common Stock (and cash in lieu of fractional shares). Upon surrender of a Company 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 completed and validly executed in accordance with the instructions thereto, the Company Certificate so surrendered shall forthwith be canceled and the holder of such Company Certificate shall be sent in exchange therefor a certificate or certificates or electronic equivalent (or book entry in the case of shares that are subject to vesting and/or repurchase rights) representing the number of whole shares of Parent Common Stock which such former holder has the right to receive pursuant to Section 1.6(a) and cash payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.6(h). Until so surrendered, each outstanding Company Certificate will be deemed from and after the Effective Time to represent only the right to receive the merger consideration contemplated by Section 1.6(a) upon surrender of such Company Certificate. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Common Stock is entitled to receive Certificates pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law.ARTICLE I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Tut Systems Inc), Agreement and Plan of Merger and Reorganization (Copper Mountain Networks Inc)
Exchange Procedures. Promptly after (i) As promptly as practicable following the Effective TimeTime (but in no event later than two (2) Business Days thereafter), Parent or the Surviving Entity shall cause the Exchange Agent will distribute to mail (and to make available for collection by hand) (A) to each former holder of record of a Certificate evidencing Company Common Stock, (x) a letter of transmittal (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 surrender proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent Agent, and which Letter of Transmittal shall be in such form and have such other provisions as the Surviving Entity may reasonably specify, and (y) instructions for cancellation use in effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate Certificates in exchange for the Merger Consideration into which the number of shares of Acquiror Common Stock into which such shares of Company Common Stock were previously represented by such Certificate shall have been converted pursuant to the Merger and this Agreement, together with any amounts payable in respect of dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If on shares of Acquiror Parent Common Stock are to be issued to a Person other than Shares in accordance with Section 3.3(d) (which instructions shall provide that, at the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm election of the New York Stock Exchange or a bank chartered under the Laws of the United Statessurrendering holder, (1) Certificates may be surrendered by hand delivery or otherwise or (2) the Merger Consideration in proper form for transfer and that the Person requesting such payment shall pay exchange therefor, together with any transfer or other Taxes required by reason amounts payable in respect of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered on shares of Parent Common Shares in accordance with Section 3.3(d), may be collected by hand by the surrendering holder or by check or wire transfer to a public official the surrendering holder), (B) to each holder of an In-The-Money Company Option, written evidence representing an option to acquire shares of Parent Common Shares in an amount due and payable to such holder pursuant to any applicable escheat LawSection 3.4(a) in respect of such Company Option, (C) to each holder of a share of Company Restricted Stock, shares of Parent Common Shares in an amount due and payable to such holder pursuant to Section 3.4(b) in respect of such share of Company Restricted Stock, and (D) to each holder of a Company Phantom Share, shares of Parent Common Shares in an amount due and payable to such holder pursuant to Section 3.4(b) in respect of such Company Phantom Share.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fuel Systems Solutions, Inc.), Agreement and Plan of Merger (Westport Innovations Inc)
Exchange Procedures. Promptly after Within two Business Days following the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of (i) Company Common Stock converted into the right to receive the Per Share Cash Consideration pursuant to Section 2.01(a)(i) ("COMPANY CERTIFICATES"), and (ii) Borden Common Stock converted into the right to receive Merger Shaxxx xursuant to Section 2.01(c) ("BORDEN CERTIFICATES," together with the Company Certificatxx, the "CERTIFICATES"): (A) a form of letter of transmittal (the "LETTER OF TRANSMITTAL"); and (B) instructions for use of the Letter of Transmittal in effecting the surrender of either the Company Certificates in exchange for such holder's pro rata portion of the Total Cash Merger Consideration or the Borden Certificates in exchange for such holder's pro rata portxxx xf the Merger Shares. The Letter of Transmittal shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt thereof by the Exchange Agent will distribute to each former holder and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify. Upon surrender of Company Common Stock, upon surrender a Certificate for cancellation to the Exchange Agent for cancellation of one or more certificatesto such other agent or agents as may be appointed by the Surviving Corporation, accompanied by together with a properly completed and duly executed letter Letter of transmittal that theretofore evidenced shares Transmittal, (i) the holder of record of such Certificate shall be entitled to receive: (A) if it is a Company Common StockCertificate, certificates evidencing a check in the appropriate amount equal to such holder's pro rata portion of the Total Cash Merger Consideration as determined pursuant to Section 2.01(a)(i) hereof in respect of such Certificate; or (B) if it is a Borden Certificate, a certificate representing the number of shares of Acquiror Common Stock into which such shares whxxx xxares of Company Common Stock were converted to which such holder is entitled pursuant to Section 2.01(c) and cash in lieu of fractional shares (if any), to which such holder is entitled pursuant to Section 2.01(d); and (ii) such Certificate shall be canceled. Until so surrendered, each Certificate shall be deemed from and after the Effective Time to represent only the right to receive such holder's pro rata portion of either (x) the Total Cash Merger Consideration contemplated by Section 2.01(a)(i), or (y) the Merger and Shares contemplated by Section 2.01(c). Notwithstanding anything contained herein to the contrary, no interest shall be paid or shall accrue on any dividends or distributions related thereto which such former cash payable to any holder of Company Common Stock is entitled to receive a Certificate pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat LawII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carecentric Inc), Agreement and Plan of Merger (Carecentric Inc)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation record of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(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 delivery of the Certificates to the Exchange Agent and which shall be in customary form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for certificates representing the Stock Consideration portion of the Merger Consideration and cash representing the Cash Consideration portion of the Merger Consideration, any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate representing that number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the Merger and any dividends or distributions related thereto which such former holder 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 and (B) a check for the cash that such holder is entitled to receive pursuant to the provisions of this Article III. If II, including for the Cash Consideration portion of 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 any fractional shares of Acquiror Parent Common Stock are to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, (w) a certificate representing the proper number of shares of Parent Common Stock, (x) a check for the Cash Consideration portion of the Merger Consideration, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that if, upon presentation to the surrendered certificate or certificates Exchange Agent, such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of Parent Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror the Exchange Agent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the Merger Consideration, neither any dividends or other distributions to which the Exchange Agent nor holder of such Certificate is entitled pursuant to Section 2.02(c) and cash in lieu of any party hereto fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e). No interest will be liable paid or will accrue on the Merger Consideration or on any cash payable to any former holder holders of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official Certificates pursuant to any applicable escheat LawSection 2.02(c) or (e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mid Atlantic Medical Services Inc), Agreement and Plan of Merger (Unitedhealth Group Inc)
Exchange Procedures. Promptly after HLTH shall prepare and mail along with the Effective TimeJoint Proxy Statement/Prospectus to each holder of record of HLTH Common Stock as of the record date for the HLTH Stockholders’ Meeting: (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 evidencing such shares (together with any book-entry shares, the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent will distribute Agent) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to each former holder such letter of Company transmittal, including instructions for use in effecting surrender of Certificates (or attaching affidavits of loss in lieu thereof) or non-certificated shares represented by book-entry. In addition, HLTH shall use its best efforts to make the letter of transmittal available to all Persons who become holders of HLTH Common Stock, upon Stock during the period between such record date and the date of the HLTH Stockholders’ Meeting. Upon surrender to the Exchange Agent of a Certificate for cancellation of one or more certificatescancellation, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of Company Common Stocksuch Certificate shall be entitled to receive in exchange therefor the Merger Consideration in the form of (i) a check in the amount equal to the cash, certificates evidencing the appropriate number of shares of Acquiror Common Stock into if any, which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article III. If III (including any cash in lieu of fractional shares of Acquiror WebMD Class A Common Stock), (ii) a certificate representing that number of whole shares of WebMD Class A Common Stock are which such holder has the right to receive in respect of the shares of HLTH Common Stock formerly represented by such Certificate (after taking into account all shares of HLTH Common Stock then held by such holder) and (iii) Merger Notes, if any, which such holder has the right to receive pursuant to Section 3.02, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.03, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon surrender the Merger Consideration in accordance with the terms of this Agreement with respect to the shares of HLTH Common Stock formerly represented thereby. In the event of a transfer of ownership of shares of HLTH Common Stock that is not registered in the transfer or stock records of HLTH, any cash to be paid upon, or shares of WebMD Class A Common Stock or Merger Notes to be issued to a Person other than upon, due surrender of the Person in whose name the surrendered certificate or certificates are registered, it will be a condition Certificate formerly representing such shares of issuance of Acquiror HLTH Common Stock that may be paid or issued, as the surrendered certificate or certificates shall be properly endorsedcase may be, with signatures guaranteed to the transferee if such Certificate is presented to the Exchange Agent, accompanied by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for all documents required to evidence and effect such transfer and to evidence that the Person requesting such payment shall pay any applicable stock transfer or other similar Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has have been paid or is are not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WebMD Health Corp.), Agreement and Plan of Merger (HLTH Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company Common Stockrecord of a 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 surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for cancellation effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced the Certificates in exchange for shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Parent Common Stock into which such shares (plus cash in lieu of Company fractional shares, if any, of Parent Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto 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 Parent, together with such letter of transmittal, duly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article III. If II plus cash in lieu of fractional shares of Acquiror Parent Common Stock are pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock pursuant to Section 2.1(c) plus cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c) may be issued or paid to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be a condition deemed at any time after the Effective Time to represent only the right to receive upon such surrender shares of issuance of Acquiror Parent Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm pursuant to Section 2.1(c) plus cash in lieu of the New York Stock Exchange or a bank chartered under the Laws fractional shares of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Parent Common Stock pursuant to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that Section 2.2(e) and any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official then payable pursuant to any applicable escheat LawSection 2.2(c) as contemplated by this Section 2.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clinical Data Inc), Agreement and Plan of Merger (Icoria, Inc.)
Exchange Procedures. Promptly after the Effective Time, but in any event no later than five business days thereafter, the Exchange Agent will distribute shall mail to each former holder of Company Common Stockrecord of a Certificate whose shares were converted into 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 surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other customary provisions as Discount and Hi/Lo may reasonably specify) 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 of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a Discount Certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Discount Common Stock into which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article IIIII, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of Hi/Lo Common Stock which is not registered in the transfer records of Hi/Lo, a Discount Certificate representing the proper number of shares of Acquiror Discount Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes nonincome taxes required by reason of the issuance of Acquiror shares of Discount Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror Discount that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender Discount Certificates representing the number of whole shares of Discount Common Stock into which the shares of Hi/Lo Common Stock formerly represented by such Certificate have been converted, neither the Exchange Agent nor certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any party hereto fractional share in accordance with Section 2.2(e). No interest will be liable paid or will accrue on any cash payable to any former holder holders of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official Certificates pursuant to any applicable escheat Lawthe provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Discount Auto Parts Inc), Agreement and Plan of Merger (Hi Lo Automotive Inc /De)
Exchange Procedures. Promptly (i) As promptly as practicable after the Effective Time, but in no event later than five (5) business days thereafter, Peoples shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation record of one or more certificatesOld Certificates representing shares of Premier Financial Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration, accompanied by a duly executed letter of transmittal (which shall specify that theretofore evidenced delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for certificates representing the number of whole shares of Company Peoples Common StockShares and any cash in lieu of fractional shares, certificates evidencing as applicable, which the appropriate number of shares of Acquiror Premier Financial Common Stock represented by such Old Certificate or Old Certificates shall have been converted into which such shares of Company Common Stock were converted the right to receive pursuant to the Merger and this Agreement as well as any dividends or distributions related thereto which to be paid pursuant to Section 3.02(b)(ii). From and after the Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such former properly completed letter of transmittal, duly executed, the holder of Company Common Stock is such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (A)(1) a New Certificate representing that number of whole shares of Peoples Commons Shares to which such holder of Premier Financial Common Stock shall have become entitled pursuant to the provisions of Section 3.01 and (2) a check representing the amount of (x) any cash in lieu of a fractional share which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article IIIIII and (y) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 3.02(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it No interest will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding accrued on the foregoing, neither the Exchange Agent nor Peoples Common Shares or any party hereto will be liable to any former holder cash in lieu of Company Common Stock for any Acquiror Common Stock or cash fractional shares or dividends or distributions thereon delivered payable to a public official pursuant holders of Old Certificates. Until surrendered as contemplated by this Section 3.02(b), each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the number of whole shares of Peoples Common Shares which the shares of Premier Financial Common Stock represented by such Old Certificate have been converted into the right to receive and any applicable escheat Lawcash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 3.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peoples Bancorp Inc), Agreement and Plan of Merger (Premier Financial Bancorp Inc)
Exchange Procedures. Promptly As soon as practicable (but not later than five (5) business days) after the Effective Time, Parent shall cause the Exchange Paying Agent will distribute to mail to each former holder of Company Common Stockrecord of a Certificate (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 Paying Agent and which shall be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Exchange Paying Agent for cancellation of one or more certificatessuch Certificate, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of Company Common Stock, certificates evidencing cash which the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were or Company Preferred Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Merger and any dividends or distributions related thereto which such former holder Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock or Company Preferred Stock which is entitled to receive pursuant to not registered in the provisions transfer records of this Article III. If shares the Company, payment of Acquiror Common Stock are to the Merger Consideration may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor any party hereto will be liable right to any former receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any applicable escheat Lawcash payable to holders of Certificates pursuant to the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scios Inc), 82 Agreement and Plan of Merger (Johnson & Johnson)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former person who was, at the Effective Time, a holder of record of Company Common StockShares entitled to receive the Merger Consideration pursuant to Section 2.01(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 evidencing such Company Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Exchange Agent of a Certificate for cancellation of one or more certificatescancellation, accompanied by a duly executed together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefore a certificate representing that theretofore evidenced shares number of whole Parent Class A Shares which such holder has the right to receive in respect of the Company Shares formerly represented by such Certificate (after taking into account all Company Shares then held by such holder), if any, cash in respect of the Cash Consideration to be received by such holder, if any, cash in lieu of any fractional Parent Class A Shares to which such holder is entitled pursuant to Section 2.02(e), any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common StockShares that is not registered in the transfer records of the Company, certificates evidencing a certificate representing the appropriate proper number of shares Parent Class A Shares, cash in respect of Acquiror Common Stock into the Cash Consideration to be received by such holder, if any, cash in lieu of any fractional Parent Class A Shares to which such shares of Company Common Stock were converted holder is entitled pursuant to the Merger Section 2.02(e), and any dividends or other distributions related thereto to which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to Section 2.02(c), may be issued to a Person other than transferee if the Person in whose name Certificate representing such Company Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered certificate or certificates are registeredas contemplated by this Section 2.02, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates each Certificate shall be properly endorseddeemed at all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing Parent Class A Shares, with signatures guaranteed by a member firm cash in respect of the New York Stock Exchange or a bank chartered under the Laws Cash Consideration to be received by such holder, if any, cash in lieu of the United Statesany fractional Parent Class A Shares to which such holder is entitled pursuant to Section 2.02(e), or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer dividends or other Taxes required by reason of the issuance of Acquiror Common Stock distributions to a Person other than the registered which such holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official entitled pursuant to any applicable escheat LawSection 2.02(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Mittal Steel Co N.V.)
Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stockrecord of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES"), whose Shares were converted pursuant to Section 3.01(b) into the right to receive 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 surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common Stock and, in lieu of any fractional shares thereof, cash, and if applicable, the cash portion of the Merger Consideration, payable pursuant to Section 3.01. Upon surrender of a Certificate for cancellation of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares transmittal, duly executed, the holder of Company Common Stocksuch Certificate shall, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant subject to the Merger immediately following sentence and any dividends or distributions related thereto which such former holder of Company Common Stock is Section 3.02(e), be entitled to receive pursuant to in exchange therefor the provisions of this Article IIIMerger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled. If shares payment of Acquiror Common Stock are the Merger Consideration is to be issued made to a Person person other than the Person person in whose name the surrendered certificate or certificates are Certificate is registered, it will shall be a condition of issuance of Acquiror Common Stock to payment that the Certificate so surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange endorsed or a bank chartered under the Laws of the United States, or shall be otherwise in proper form for transfer and that the Person person requesting such payment shall pay have paid any transfer or and other Taxes taxes required by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person person other than the registered holder of the Certificate surrendered certificate or certificates or such Person shall establish have established to the satisfaction of Acquiror Parent that any such Tax tax either has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 3.02(b), each Certificate shall be deemed at any time after the foregoingEffective Time, neither for all corporate purposes, other than the Exchange Agent nor any party hereto will be liable payment of dividends, to any former holder evidence the ownership of the number of full shares of Parent Common Stock into which such shares of the Company Common Stock for shall have been so converted, and the right to receive an amount in cash in lieu of the issuance of any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawfractional shares in accordance with Section 3.01(g).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Schein Pharmaceutical Inc)
Exchange Procedures. Promptly (and in any event within three (3) Business Days) after the Effective Time, Buyer shall cause the Exchange Paying Agent will distribute to mail to each former holder of record of a Share Certificate or Book Entry (i) a letter of transmittal in substance and form reasonably satisfactory to Buyer (“Letter of Transmittal”) and (ii) instructions for effecting the surrender of the Share Certificates and shares of Company Common StockStock represented by Book Entries in exchange for the applicable consideration payable with respect thereto; provided, upon surrender that Buyer shall assist the Company in developing arrangements for the delivery of such materials to the Exchange Agent Principal Equityholders to facilitate the payment of the consideration specified in Sections 2.1(c) immediately following the Effective Time. Upon surrender of a Share Certificate for cancellation to the Paying Agent or shares of one or more certificatesCompany Stock represented by a Book Entry, accompanied by in either case, together with a duly executed letter Letter of transmittal that theretofore evidenced Transmittal, the holder of such Share Certificate or shares of Company Common StockStock represented by such Book Entry shall be paid the consideration specified in Section 2.1(c), certificates evidencing as applicable, in exchange therefor. In the appropriate number case of any shares of Company Stock represented by a Share Certificate, if any consideration in respect of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued paid under this Section 2.2 to a Person other than the Person in whose name the Share Certificate surrendered certificate or certificates are in exchange therefor is registered, it will shall be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and to such exchange that the Person requesting such payment exchange shall pay to the Surviving Corporation any transfer Transfer Taxes or other Taxes required by reason of the issuance payment of Acquiror Common Stock such consideration to a Person other than the registered holder of the surrendered certificate or certificates Share Certificate so surrendered, or such Person shall establish to the reasonable satisfaction of Acquiror the Surviving Corporation that any such Tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2, each Share Certificate and each share of Company Stock represented by a Book Entry shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor any party hereto right to receive upon such surrender the amount and type of consideration into which such shares of Company Stock have been converted pursuant to this Agreement. No interest will be liable to paid or will accrue on any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawsuch amounts.
Appears in 1 contract
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, and in any event within five business days of the Effective Time, Romarco shall cause the Exchange Agent will distribute to mail to each former person who was, at the Effective Time, a holder of Company Common Stockrecord of Western Shares entitled to receive the Merger Consideration pursuant to Section 2.01(a): (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 evidencing such Western Shares (the "Western Certificates") shall pass, only upon proper delivery of the Western Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Western Certificates pursuant to such letter of transmittal. Upon surrender to the Exchange Agent of a Western Certificate for cancellation of one or more certificatescancellation, accompanied by a duly executed together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Western Certificate shall be entitled to receive in exchange therefor a certificate representing that theretofore evidenced number of whole shares of Company Romarco Common StockStock which such holder has the right to receive in respect of the Western Shares formerly represented by such Western Certificate (after taking into account all Western Shares then held by such holder), certificates evidencing cash in lieu of any fractional shares of Romarco Common Stock to which such holder is entitled pursuant to Section 2.03(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.03(c), and the appropriate Western Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Western Shares that is not registered in the transfer records of Western, a certificate representing the proper number of shares of Acquiror Romarco Common Stock, cash in lieu of any fractional shares of Romarco Common Stock into to which such shares of Company Common Stock were converted holder is entitled pursuant to the Merger Section 2.03(e) and any dividends or other distributions related thereto to which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to Section 2.03(c) may be issued to a Person other than transferee if the Person in whose name Western Certificate representing such Western Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered certificate or certificates are registeredas contemplated by this Section 2.03, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates each Western Certificate shall be properly endorseddeemed at all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Romarco Common Stock, with signatures guaranteed by a member firm cash in lieu of the New York Stock Exchange or a bank chartered under the Laws any fractional shares of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Romarco Common Stock to a Person other than the registered which such holder of the surrendered certificate or certificates or such Person shall establish is entitled pursuant to the satisfaction of Acquiror that Section 2.03(e) and any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or other distributions thereon delivered to a public official which such holder is entitled pursuant to any applicable escheat LawSection 2.03(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Romarco Minerals Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, each holder of record of a certificate or certificates (the “CERTIFICATES”) that, immediately prior to the Effective Time, represented outstanding Company Shares whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.1(c) shall surrender such holder's Certificate for cancellation to the Company and/or the Exchange Agent will distribute (or to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation of one such other agent or more certificates, accompanied agents as may be appointed by Parent) together with a duly executed letter of transmittal (which shall specify that theretofore evidenced shares delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Parent and shall be in such form and have such other provisions as Parent may reasonably specify), duly executed, and such other documents as may reasonably be required by the Parent or the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefore the holder's pro rata portion of the Merger Consideration, into which the aggregate number of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which Shares previously represented by such shares of Company Common Stock were Certificate shall have been converted pursuant to Section 2.1(c), and the Merger and any dividends or distributions related thereto which Certificate so surrendered shall forthwith be canceled. Thereafter, such former holder shall be treated as a holder of Parent Company Common Stock Shares for purposes of voting or quorum for any meeting of the stockholders of Company. In the event of a transfer of ownership of Company Shares that is entitled to receive pursuant to not registered in the provisions transfer records of this Article III. If shares of Acquiror Common Stock are to the Company, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror Common Stock payment to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor any party hereto will be liable right to any former holder of receive upon such surrender the Merger Consideration into which the Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official Shares theretofore represented by such Certificate have been converted pursuant to Section 2.1(c). No interest shall be paid or accrue on any applicable escheat Lawcash payable upon surrender of any Certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atlantic Syndication Network Inc)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Fidelity shall send, or will cause the Exchange Agent will distribute to send, to each former holder of Company record of a Certificate or Certificates that were converted into the right to receive Fidelity Common StockShares and/or cash pursuant Section 3.1, a letter of transmittal and instructions (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title shall pass, only upon surrender delivery of the Certificates to the Exchange Agent Agent), for cancellation use in the exchange contemplated by this Section 3.3. Upon surrender of one or more certificatesa Certificate to the Exchange Agent, accompanied by together with a duly executed letter of transmittal transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror whole Fidelity Common Stock into Shares and/or cash which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article III (after giving effect to any required withholding tax). Until surrendered as contemplated by this Section 3.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration and unpaid dividends and distributions thereon, if any, as provided in this Article III. If shares any portion of Acquiror Common Stock are the Merger Consideration is to be issued paid to a Person other than the Person in whose name the surrendered certificate or certificates are Certificate is registered, it will shall be a condition of issuance of Acquiror Common Stock to such payment that the Certificate so surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes taxes required by reason as a result of the issuance of Acquiror Common Stock such payment to a Person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror the Exchange Agent that any such Tax tax has been paid or is not applicablepayable. Notwithstanding If any Certificate shall have been lost, stolen or destroyed, upon the foregoingmaking of an affidavit of that fact by the Person claiming such Certificate to be lost, neither stolen or destroyed and, if required by Fidelity, the posting by such Person of a bond, in such reasonable amount as Fidelity may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent nor will deliver, in exchange for such lost, stolen or destroyed Certificate, the proper amount of the Merger Consideration, together with any party hereto will be liable to unpaid dividends and distributions on any former holder of Company such Fidelity Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat LawShares, as contemplated by this Article III.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fidelity National Financial Inc /De/)
Exchange Procedures. Promptly As promptly as practicable (and no later than the fifth Business Day) after the Teton Merger Effective Time, Parent shall cause the Exchange Paying Agent will distribute to mail (i) to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation record of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Certificates whose shares of Company Common Stock were converted into the right to receive the Merger Consideration payable pursuant to Section 3.1(a)(iii), (A) 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 Paying Agent and which shall be in customary form and contain customary provisions) and (B) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and any dividends or distributions related thereto which such former (ii) to each holder of record of Book-Entry Shares whose shares of Company Common Stock is were converted into the right to receive the Merger Consideration payable pursuant to Section 3.1(a)(iii), instructions for use in effecting the surrender of such Book-Entry Shares in exchange for the Merger Consideration. Each holder of record of one or more Certificates, upon surrender to the Paying Agent of such Certificate or Certificates, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by Parent or the Paying Agent, and each holder of record of Book-Entry Shares, upon surrender to the Paying Agent of such Book-Entry Shares (which shall be deemed surrendered upon receipt by the Paying Agent of an “agent’s message” in customary form or such other evidence as the Paying Agent may reasonably request), shall be entitled to receive in exchange therefor the amount of Merger Consideration to which such holder is entitled pursuant to Section 3.1(a)(iii), and the provisions Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of this Article III. If shares a transfer of Acquiror ownership of Company Common Stock are to that is not registered in the transfer or stock records of the Company, payment of the Merger Consideration may be issued made to a Person other than the Person in whose name the Certificate or Book-Entry Share so surrendered certificate is registered if such Certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates Book-Entry Share shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate transfer or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax has Taxes have been paid or is are not applicable. Notwithstanding Until surrendered as contemplated by this Section 3.2(c), each Certificate or Book-Entry Share shall be deemed at any time after the foregoing, neither Teton Merger Effective Time to represent only the Exchange Agent nor right to receive upon such surrender the Merger Consideration. No interest shall be paid or shall accrue on any party hereto will be liable payment to any former holder holders of Company Common Stock for any Acquiror Common Stock Certificates or cash or dividends or distributions thereon delivered to a public official Book-Entry Shares pursuant to any applicable escheat Lawthe provisions of this Article III.
Appears in 1 contract
Exchange Procedures. Promptly (a) At or as soon as practicable after the Effective Time, Buyer shall make available, and each stockholder of EnzyMed (each, a "Stockholder," and collectively, the Exchange Agent "Stockholders") will distribute be entitled to each former holder of Company Common Stockreceive, upon surrender to the Exchange Agent for cancellation Buyer of one or more certificates, accompanied by certificates representing any EnzyMed Shares ("EnzyMed Certificates") for cancellation with a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stockin the form attached hereto as Exhibit 1.2, certificates evidencing representing the appropriate number of shares of Acquiror Buyer ----------- Common Stock into which Shares ("Buyer Certificates") that such shares of Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock Stockholder is entitled to receive pursuant to Section 1.1.7 hereof; provided, however, that the provisions Buyer -------- ------- Certificates representing the Buyer Common Shares described in Section 7.6 hereof (the "Escrow Shares") shall be held in escrow in accordance with Section 1.4 of this Article IIIAgreement. The Buyer Common Shares and any cash paid in lieu of fractional Buyer Common Shares (the "Merger Consideration") that each Stockholder shall be entitled to receive pursuant to the Merger shall be deemed to have been issued at the Effective Time. No interest shall accrue on the Merger Consideration. If shares of Acquiror Common Stock are the Merger Consideration (or any portion thereof) is to be issued delivered to a Person any person other than the Person person in whose name the EnzyMed Certificates surrendered certificate or certificates are in exchange therefor is registered, it will shall be a condition of issuance of Acquiror Common Stock to such exchange that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person person requesting such payment exchange shall pay to Buyer any transfer or other Taxes taxes required by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person person other than the registered holder of the surrendered certificate EnzyMed Certificate(s) so surrendered, or certificates or such Person shall establish to the satisfaction of Acquiror Buyer that any such Tax tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent Buyer nor any other party hereto will shall be liable to any former a holder of Company Common Stock EnzyMed Shares for any Acquiror Common Stock or cash or dividends or distributions thereon Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat Lawand similar laws. Any holder of EnzyMed Shares whose EnzyMed Certificate(s) have been lost or stolen shall comply with the instructions set forth in the letter of transmittal (attached hereto as Exhibit 1.2) in order to ----------- receive the Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Albany Molecular Research Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stockrecord of a Certificate whose shares were converted into the right to receive 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 surrender delivery of the Certificates to the Exchange Agent and which letter shall be in customary form and have such other provisions as HVI may reasonably specify) and (ii) instructions for effecting the surrender of 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 executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to promptly receive in exchange therefor (A) one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company HVI Common StockStock representing, certificates evidencing in the appropriate 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 of Acquiror Saba Common Stock into which then held by such shares of Company Common Stock were converted pursuant holder) and (B) a check in the amount equal to the Merger and any dividends or distributions related thereto which cash that such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article III. If II, including cash in lieu of any fractional shares of Acquiror HVI Common Stock are pursuant to Section 2.2(d). No interest will be paid or will accrue on any cash payable pursuant to Section 2.2(d). The Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Saba Common Stock which is not registered in the transfer records of Saba, one or more shares of HVI Common Stock evidencing, in the aggregate, the proper number of shares of HVI Common Stock and a check in the proper amount of cash in lieu of any fractional shares of HVI Common Stock pursuant to Section 2.2(d) may be issued promptly with respect to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Saba Common Stock to such a Person other than transferee if the registered holder Certificate representing such shares of the surrendered certificate or certificates or such Person shall establish Saba Common Stock is presented to the satisfaction of Acquiror Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any such Tax has applicable stock transfer taxes have been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawpaid.
Appears in 1 contract
Samples: Agreement (Saba Petroleum Co)
Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent will distribute to mail to each former holder of Company record of shares of Parent Common Stock, including those who became holders of record of Parent Common Stock as the result of the Company Merger and the Parent Merger, (i) a letter of transmittal, which (A) shall specify that all certificates representing Company Shares shall be deemed to represent the number of shares of Parent Common Stock issuable with respect to such certificates as the result of the Company Merger and the Parent Merger, (B) shall specify that delivery shall be effected, and risk of loss and title to the shares of Parent Common Stock shall pass, only upon surrender delivery of the Company Certificates or the Parent Certificates (collectively, the "Certificates" and each, a "Certificate"), as the case may be, to the Exchange Agent and (C) shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Surviving Corporation Common Stock and, in the case of Company Certificates, cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of one or more certificatestransmittal, accompanied by a duly executed letter and completed in accordance with the instructions thereto, the holder of transmittal that theretofore evidenced such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing the number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Surviving Corporation Common Stock into to which such shares of Company Common Stock were converted holder is entitled pursuant to the first sentence of Section 1.6(a)(ii) or (iii), and (y) in the case of Company Certificates, a check representing the amount of cash in lieu of fractional shares, if any, to which such holder is entitled pursuant to Section 1.6(e) (such shares and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. Such holder will also be entitled to receive, at the time of such surrender, any unpaid dividends and distributions to which such holder is entitled pursuant to Section 1.7(e), together with any dividends or distributions related thereto to which such former holder may be entitled as a result of Company Common Stock is entitled to receive the dividend payable pursuant to the provisions of this Article IIISection 5.18, after giving effect to any required withholding tax. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates All such dividends shall be properly endorsed, payable in accordance with signatures guaranteed by a member firm the directions of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate Certificate. No interest will be paid or certificates accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of REIT Sub Shares or such Person shall establish shares of Parent Common Stock. If, after the Effective Time, Certificates are presented to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding Surviving Corporation, they shall be canceled and exchanged for the foregoing, neither Merger Consideration in accordance with the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawprocedures set forth in this Section 1.7.
Appears in 1 contract
Exchange Procedures. Promptly after the Effective Time, CDT shall cause the Exchange Agent will distribute to mail to each former holder of Company record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Xxxxxx Common StockStock and that at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (the "Certificates"), (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 surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as CDT and Xxxxxx may reasonably specify) and (ii) instructions for cancellation use in effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced the Certificates in exchange for certificates representing whole shares of Company CDT Common Stock, certificates evidencing the appropriate number cash in lieu of any fractional shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger Section 2.1(e) and any dividends or other distributions related thereto payable pursuant to Section 2.2(c). Upon surrender of Certificates 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 Certificates shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of CDT Common Stock (after taking into account all Certificates surrendered by such holder) to which such former holder is entitled pursuant to Section 2.1 (which shall be uncertificated book entry form unless a physical certificate is requested), payment in lieu of Company Common Stock fractional shares which such holder is entitled to receive pursuant to Section 2.1(e) and any dividends or distributions payable pursuant to Section 2.2(c), and the provisions Certificates so surrendered shall forthwith be canceled. In the event of this Article III. If a transfer of ownership of Xxxxxx Common Stock which is not registered in the transfer records of Xxxxxx, a certificate representing the proper number of shares of Acquiror CDT Common Stock are to may be issued to a Person (as defined in Section 9.3(n)) other than the Person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of CDT Common Stock to a Person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable 5 satisfaction of Acquiror CDT that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive the Merger Consideration (and any party hereto will amounts to be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official paid pursuant to Section 2.1(e) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on any applicable escheat Lawamount payable pursuant to Section 2.1(e) or Section 2.2(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cable Design Technologies Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Merger SPV shall cause the Exchange Paying Agent will distribute to mail to each former holder of Company Common Stockrecord of a Certificate (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 Paying Agent, and which shall be in customary form and have such other provisions as Merger SPV may reasonably specify), and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of one or more Certificates shall, upon surrender to the Exchange Paying Agent for cancellation of one such Certificate or more certificatesCertificates, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into cash to which such shares holder is entitled pursuant to Section 3.01(a)(i), and the Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock were converted pursuant to which is not registered in the transfer records of the Company, payment of the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of Consideration in accordance with this Article III. If shares of Acquiror Common Stock are to Section 3.02(b) may be issued made to a Person other than the Person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer (and that accompanied by all documents required to evidence and effect such transfer) and the Person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of the surrendered certificate or certificates or such Person Certificate. No payment of Merger Consideration shall establish be paid to any holder of a Certificate with respect to the satisfaction Converted Shares represented by such Certificate until the holder of Acquiror that such Certificate shall have surrendered such Certificate in accordance with this Article III. Until surrendered as contemplated by this Section 3.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration to which such Tax has been holder is entitled to receive in respect of such Certificate pursuant to this Article III. Following the surrender of any Certificate, there shall be paid or is not applicable. Notwithstanding to the foregoing, neither record holder of the Exchange Agent nor any party hereto will be liable to any former holder Certificate representing whole shares of Company Common Stock for issued in exchange therefor, without interest, at the time of such surrender, the Merger Consideration payable in respect therefor in accordance with this Article III. No interest shall be paid or will accrue on any Acquiror Common Stock or cash or dividends or distributions thereon delivered payment to a public official holders of Certificates pursuant to any applicable escheat Lawthe provisions of this Article III.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marlborough Software Development Holdings Inc.)
Exchange Procedures. Promptly after the Effective TimeTime (but in no event more than three (3) business days thereafter), the Exchange Surviving Corporation shall cause the Paying Agent will distribute to (i) mail to each former holder of Shares represented by book-entry on the records of the Company Common Stockor the Company's transfer agent on behalf of the Company ("Book-Entry Shares"), upon surrender to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced whose shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to Section 1.7(c) into the right to receive the Merger Consideration, a check in the amount of the number of Shares held by such holder as Book-Entry Shares multiplied by the Merger Consideration and any dividends (ii) mail to each holder of record of a certificate or distributions related thereto certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose shares were converted pursuant to Section 1.7(c) into the right to receive the Merger Consideration: (x) 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 delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify prior to the Effective Time); and (y) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration to which such former holder is entitled pursuant to Section 1.7(c). Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto (and such other customary documents as may reasonably be required by the Paying Agent), the holder of Company Common Stock is such Certificate shall be entitled to receive in exchange therefor the Merger Consideration to which such holder has a right to receive pursuant to Section 1.7(c) (less any applicable withholding Taxes in accordance with Section 1.8(g)), without interest, for each Share formerly represented by such Certificate, and the provisions of this Article IIICertificate so surrendered shall forthwith be canceled. If shares payment of Acquiror Common Stock are the Merger Consideration is to be issued made to a Person other than the Person in whose name the surrendered certificate or certificates are Certificate is registered, it will be a condition of issuance of Acquiror Common Stock payment that (i) the Certificate so surrendered certificate or certificates shall will be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange endorsed or a bank chartered under the Laws of the United States, or will otherwise be in proper form for transfer and that (ii) the Person requesting such payment shall pay will have paid to Parent or any agent designated by Parent any transfer or and other Taxes required by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of the such Certificate surrendered certificate or certificates or such Person shall establish will have established to the reasonable satisfaction of Acquiror the Surviving Corporation that any such Tax either has been paid or is not applicablepayable. Notwithstanding Until surrendered as contemplated by this Section 1.8, each Certificate shall be deemed at any time from and after the foregoingEffective Time to represent only the right to receive the Merger Consideration in cash, neither without interest, as contemplated by this Article I. For the Exchange Agent nor any party hereto will avoidance of doubt, no interest shall accrue or be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official paid on the amounts payable pursuant to any applicable escheat Lawthis Section 1.8 upon surrender of a Certificate.
Appears in 1 contract
Exchange Procedures. Promptly after the Effective Time, Lions Gate shall cause the Exchange Agent will distribute to mail to each former holder of record (as of the Effective Time) of a certificate or certificates (the "Company Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common StockStock whose shares were converted into the right to receive the Merger Consideration, (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 surrender delivery of the Company Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Lions Gate may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration, cash in lieu of any fractional shares pursuant to Section 2.7(d) and any dividends or other distributions pursuant to Section 2.6(d). Upon surrender of Company Certificates for cancellation of one to the Exchange Agent or more certificatesto such other agent or agents as may be appointed by Lions Gate, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Company Certificates shall be entitled to receive the Merger Consideration in exchange therefor, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 2.7(d) and any dividends or distributions payable pursuant to Section 2.6(d), and the Company Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Company Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 2.9, to evidence the ownership of the number of full shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Lions Gate Common Stock into which such shares of the Company Common Stock were shall have been so converted and the right to receive the other Merger Consideration pursuant to Section 2.7(a), the Merger right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 2.7(d) and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive payable pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat LawSection 2.6(d).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Trimark Holdings Inc)
Exchange Procedures. Promptly after At or prior to the Effective Time, Parent shall cause the Exchange Paying Agent will distribute to mail to each former record holder of a Certificate or Certificates (i) a notice of the effectiveness of the Merger, (ii) a form 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 Paying Agent, which shall be in a form and contain such other provisions as Parent and the Company Common Stockmay determine necessary (including without limitation Tax information and Tax withholding matters), upon and (iii) instructions for use in surrendering such Certificates and receiving the Merger Consideration (as adjusted pursuant to Section 2.11) in respect thereof to which such holder is entitled under this Agreement. Upon surrender to the Exchange Paying Agent for cancellation of one or more certificatesa Certificate, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares of Company Common Stockduly executed and completed in accordance with the instructions thereto and including all reasonably requested Tax and other information, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (as adjusted pursuant to Section 2.11), as set forth on the provisions Allocation Certificate, to be mailed as soon as practicable, but in no event more than ten (10) Business Days following receipt of this Article IIIsuch Certificate. No interest or dividends will be paid or accrued on the Merger Consideration (as adjusted pursuant to Section 2.11). If shares of Acquiror Common Stock are the Merger Consideration (as adjusted pursuant to Section 2.11) is to be issued to delivered in the name of a Person person other than the Person person in whose name the Certificate surrendered certificate or certificates are registeredis registered in the stock transfer records of the Company, it will shall be a condition of issuance of Acquiror Common Stock such delivery that the Certificate so surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise in proper form for transfer and that the Person person requesting such payment delivery shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock such delivery to a Person person other than the registered holder of the surrendered certificate Certificate, or certificates or that such Person person shall establish to the reasonable satisfaction of Acquiror the Surviving Corporation that any such Tax has been paid or is not applicable. Notwithstanding Until surrendered in accordance with the foregoingprovisions of this Section 2.8(b), neither the Exchange Agent nor any party hereto will be liable to any former holder of each Certificate (other than Certificates representing Dissenting Shares or Company Common Stock to be canceled pursuant to Section 2.6(e)) shall represent, for all purposes, only the right to receive an amount in cash equal to the Merger Consideration (as adjusted pursuant to Section 2.11) set forth on the Allocation Certificate without any Acquiror Common Stock or cash interest or dividends or distributions thereon delivered thereon. Notwithstanding anything in this Section 2.8(b) to the contrary, Parent shall cause the Paying Agent to distribute, with a public official copy to the Stockholder Representative, the form letter of transmittal promptly following the Execution Date to each record holder that, on an aggregate basis together with all Affiliates of such record holder, holds at least 500,000 shares of Company Capital Stock, and if such record holder surrenders to the Paying Agent (i) a duly executed letter of transmittal and (ii) the applicable Certificate(s) held by such holder, at least two (2) Business Days prior to the anticipated Closing Date, and such holder continues to be the record holder of such Company Capital Stock as of the Closing Date, then the holder of such Certificate(s) shall be entitled to receive, no later than one (1) Business Day after the Closing Date a wire transfer from the Paying Agent equal to such record holder’s portion of the Merger Consideration (as adjusted pursuant to any applicable escheat LawSection 2.11) payable at Closing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gilat Satellite Networks LTD)
Exchange Procedures. Promptly (a) At or as soon as practicable after the Effective Time, HBIO shall make available, and each Stockholder of the Exchange Agent Company will distribute be entitled to each former holder of Company Common Stockreceive, upon surrender to the Exchange Agent for cancellation HBIO of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of certificates ("Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Certificates") representing shares of Company Common Stock were converted pursuant to or Company Preferred Stock for cancellation with a letter of transmittal in the Merger form attached hereto as EXHIBIT 1.2, cash and any dividends or distributions related thereto which such former holder certificates ("HBIO Certificates") representing the number of Company shares of HBIO Common Stock ("HBIO Common Shares") that such Stockholder is entitled to receive pursuant to Section 1.1(g) hereof; PROVIDED, HOWEVER, that the provisions HBIO Certificates representing the Escrow Shares (as defined in Section 1.4 hereof) shall be held in escrow in accordance with Section 1.4 of this Article IIIAgreement. The cash and the HBIO Common Shares (the "Merger Consideration") that each Stockholder shall be entitled to receive pursuant to the Merger shall be deemed to have been issued at the Effective Time. No interest shall accrue on the Merger Consideration. If shares of Acquiror Common Stock are the Merger Consideration (or any portion thereof) is to be issued delivered to a any Person other than the Person in whose name the Company Certificate(s) surrendered certificate or certificates are in exchange therefor is registered, it will shall be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and to such exchange that the Person requesting such payment exchange shall pay to HBIO any transfer or other Taxes taxes required by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of the surrendered certificate Company Certificate(s) so surrendered, or certificates or such Person shall establish to the satisfaction of Acquiror HBIO that any such Tax tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent HBIO nor any other party hereto will shall be liable to any former a holder of Company Common Stock Shares (as defined in Section 4.1 hereof) for any Acquiror Common Stock or cash or dividends or distributions thereon Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat Lawand similar laws. Any holder of Company Shares whose Company Certificate(s) have been lost or stolen shall comply with the instructions set forth in the letter of transmittal (attached hereto as EXHIBIT 1.2) in order to receive the Merger Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harvard Bioscience Inc)
Exchange Procedures. Promptly As soon as reasonably practicable, but no later than ten (10) business days after the Effective Time, IHS shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stockrecord of a Certificate whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.1(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent Agent, and shall be in such form and have such representations and warranties as to ownership and authority, and shall contain such other provisions as IHS may reasonably specify) and (ii) instructions for cancellation use in effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, the Certificates in exchange for certificates evidencing representing the appropriate number of shares of Acquiror Common Stock IHS Merger Shares into which Rotech Shares previously represented by such shares of Company Common Stock Certificates were converted pursuant to the Merger and any in accordance with Section 2.1 (as adjusted in respect of dividends or distributions related thereto and fractional shares in accordance with subsections (c) and (e) below). Upon surrender of any Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole IHS Merger Shares which such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIISection 2.1 (as adjusted pursuant to subsections (c) and (e) below), and the Certificate so surrendered shall forthwith be canceled. If shares In the event of Acquiror Common Stock are a transfer of ownership of Rotech Shares which is not registered in the transfer records of Rotech, a certificate representing the proper number of IHS Merger Shares required by Section 2.1 (as adjusted pursuant to subsections (c) and (e) below) may be issued and delivered to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of IHS Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror IHS that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at all times after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive the IHS Merger Shares into which Rotech Shares represented by such Certificate were converted and cash in lieu of any party hereto fractional shares of IHS Common Stock. No interest will be liable to paid or will accrue on any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered payable with respect to a public official pursuant IHS Merger Shares. To the extent permitted by law, former stockholders of record of Rotech shall be entitled to vote after the Effective Time at any applicable escheat Lawmeeting of IHS stockholders the number of whole IHS Merger Shares into which their respective Rotech Shares are converted, regardless of whether such holders have exchanged their Certificates in accordance with this Section 2.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integrated Health Services Inc)
Exchange Procedures. Promptly after the Effective Time but in any event within two (2) business days, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a Share or Shares that were converted into the right to receive the applicable Per Share Consideration pursuant to Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(d) and any dividends or other distributions pursuant to Section 1.7(d): (i) a letter of transmittal (which shall specify that surrender of Shares shall be effected only upon delivery of the letter of transmittal to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Shares in exchange for (1) the applicable Per Share Consideration, (2) cash in lieu of any fractional shares pursuant to Section 1.6(d) and (3) any dividends or other distributions pursuant to Section 1.7(d). Upon delivery of such Letter of Transmittal to the Exchange Agent or to such other agent or agents as may be appointed by Parent, 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 surrendered by such Letter of Transmittal shall be entitled to receive in exchange for each such Share the applicable Per Share Consideration (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 1.6(a), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.6(d) and any dividends or distributions payable pursuant to Section 1.7(d), and the Shares so surrendered shall forthwith be canceled. Any shares of Parent Common Stock issued in exchange for Shares shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law or regulation. Until so surrendered, each Share will be deemed from and after the Effective Time, for all corporate purposes, to evidence the Exchange Agent will distribute to each former holder ownership of Company Common Stock, upon surrender to the Exchange Agent for cancellation applicable Per Share Consideration (which shall include Cash Consideration and/or the number of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced full shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Parent Common Stock into which such Shares shall have been so converted) and the right to receive an amount in cash in lieu of the issuance of any fractional shares of Company Common Stock were converted pursuant to the Merger in accordance with Section 1.6(d) and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive payable pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat LawSection 1.7(d).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Green Plains Renewable Energy, Inc.)
Exchange Procedures. Promptly As promptly as practicable (but no later than five Business Days) after the Effective Time, Parent and the Exchange Surviving Corporation shall cause the Paying Agent will distribute to mail to each former holder of Company Common Stockrecord of Certificates and to each holder of record of Book-Entry Shares, in each case whose shares were converted into the right to receive the Merger Consideration pursuant to Section 4.2(a), (i) a letter of transmittal, which shall be in reasonable and 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 Paying Agent (or effective affidavits in lieu thereof in accordance with Section 4.3(f)) and which shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in surrendering the Certificates or Book-Entry Shares in exchange for the Merger Consideration payable with respect thereto. Upon surrender to the Exchange Paying Agent of a Certificate for cancellation of one (or more certificateseffective affidavits in lieu thereof in accordance with Section 4.3(f)), accompanied by together with a duly completed and validly executed letter of transmittal that theretofore evidenced shares transmittal, or receipt of Company Common Stockan “agent’s message” by the Paying Agent (or such other evidence, certificates evidencing if any, of transfer as the appropriate number Paying Agent may reasonably request) in the case of shares Book-Entry Shares, the holder of Acquiror Common Stock into such Certificate or Book-Entry Shares shall receive in exchange therefor the amount of cash which such the shares of Company Common Stock were converted pursuant to the Merger and any dividends theretofore represented by such Certificate or distributions related thereto which book-entry entitle such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III4 and the Certificate or Book-Entry Shares so surrendered shall then be cancelled. If shares No interest shall be paid or shall accrue on any cash payable to holders of Acquiror Certificates or Book-Entry Shares pursuant to the provisions of this Article 4. In the event of a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer or such Book-Entry Shares shall be properly transferred and that the Person requesting such payment issuance shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock payment to a Person other than the registered holder of the surrendered certificate such Certificate or certificates Book-Entry Shares or such Person shall establish to the satisfaction of Acquiror Parent that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pandion Therapeutics, Inc.)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former person who was, at the Effective Time, a holder of record of Company Common StockShares entitled to receive the Merger Consideration pursuant to Section 2.01(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 evidencing such Company Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Exchange Agent of a Certificate for cancellation of one or more certificatescancellation, accompanied by a duly executed together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that theretofore evidenced shares number of whole Parent Class A Shares which such holder has the right to receive in respect of the Company Shares formerly represented by such Certificate (after taking into account all Company Shares then held by such holder), if any, cash in respect of the Cash Consideration to be received by such holder, if any, cash in lieu of any fractional Parent Class A Shares to which such holder is entitled pursuant to Section 2.02(e), any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common StockShares that is not registered in the transfer records of the Company, certificates evidencing a certificate representing the appropriate proper number of shares Parent Class A Shares, cash in respect of Acquiror Common Stock into the Cash Consideration to be received by such holder, if any, cash in lieu of any fractional Parent Class A Shares to which such shares of Company Common Stock were converted holder is entitled pursuant to the Merger Section 2.02(e), and any dividends or other distributions related thereto to which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to Section 2.02(c), may be issued to a Person other than transferee if the Person in whose name Certificate representing such Company Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered certificate or certificates are registeredas contemplated by this Section 2.02, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates each Certificate shall be properly endorseddeemed at all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing Parent Class A Shares, with signatures guaranteed by a member firm cash in respect of the New York Stock Exchange or a bank chartered under the Laws Cash Consideration to be received by such holder, if any, cash in lieu of the United Statesany fractional Parent Class A Shares to which such holder is entitled pursuant to Section 2.02(e), or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer dividends or other Taxes required by reason of the issuance of Acquiror Common Stock distributions to a Person other than the registered which such holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official entitled pursuant to any applicable escheat LawSection 2.02(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ispat International Nv)
Exchange Procedures. Promptly after the Effective Time, the Exchange Agent will distribute Parent shall cause to be mailed to each former person who was, at the Effective Time, a holder of Company Common Stockrecord of Shares entitled to receive the Merger Consideration pursuant to Section 2.01(a): (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 evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender to the Exchange Paying Agent of a Certificate for cancellation of one or more certificatescancellation, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares of Company Common Stocktransmittal, certificates evidencing duly completed and validly executed in accordance with the appropriate number of shares of Acquiror Common Stock into which instructions thereto, and such shares of Company Common Stock were converted other documents as may be required pursuant to such instructions, the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate pursuant to Section 2.01(a), and the provisions Certificate so surrendered shall forthwith be canceled. In the event of this Article III. If shares a transfer of Acquiror Common Stock are to ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that is registered if the surrendered certificate or certificates Certificate representing such Shares shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other Taxes taxes required solely by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at all times after the foregoing, neither Effective Time to represent only the Exchange Agent nor any party hereto will be liable right to any former receive upon such surrender the Merger Consideration to which the holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official such Certificate is entitled pursuant to this Article II. No interest shall be paid or will accrue on any applicable escheat Lawcash payable to holders of Certificates pursuant to the provisions of this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bright Horizons Family Solutions Inc)
Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stocka Certificate (a) a letter of transmittal which shall specify that delivery of the Certificates shall be effected, and the risk of loss of and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as SPSS and the Exchange Agent may reasonably specify and (b) instructions for effecting the surrender of Certificates in exchange for the Required Exchange Payment. Upon surrender of a Certificate to the Exchange Agent for cancellation together with such letter of transmittal and such other documents as may reasonably be required by the Exchange Agent, all completed, executed and delivered in accordance with the instructions, the Exchange Agent shall promptly deliver to the holder of such Certificate (a) one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate representing such number of shares of Acquiror SPSS Common Stock to which the holder of such Certificate shall be entitled pursuant to the terms of this Agreement (which shall be in uncertificated book-entry form unless a physical certificate is requested), (b) a check for the amount of cash, if any, to which the holder of such Certificate is entitled pursuant to Section 2.4 hereof, and (c) a check for the amount of cash, if any, or evidence of the ownership of any other property, if any, to which the holder of such Certificate shall be entitled pursuant to Section 2.3 hereof. No interest will be paid or will accrue on any cash payable to the holder of a Certificate pursuant to Article II of this Agreement. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of NetGenesis Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full shares of SPSS Common Stock into which such shares of Company NetGenesis Common Stock were converted pursuant to the Merger and shall have been so converted, together with any dividends or other distributions related thereto to which such former holder of Company Common Stock is entitled pursuant to Section 2.3, and the right to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person an amount in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise cash in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason lieu of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawfractional shares in accordance with Section 2.4.
Appears in 1 contract
Exchange Procedures. Promptly after the Effective Time, the Exchange Agent will distribute Othnet or its appointed designee shall mail to each former holder of a certificate or certificates of Company Common StockStock ("Company Certificates") whose shares are converted into the right to receive the Merger Shares, upon surrender to the Exchange Agent for cancellation of one or more certificates, accompanied by (i) a duly executed letter of transmittal (which shall specify that theretofore evidenced delivery shall be effected, and risk of loss and title to the Company Certificates shall pass to Othnet, only upon delivery of the Company Certificates to Othnet and which shall be in such form and have such other provisions as Othnet may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Shares and any dividends or other distributions pursuant to Section 2.6(b). Upon surrender of Company Certificates for cancellation to Othnet, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Company Certificates shall be entitled to receive the Merger Shares in exchange therefore and any dividends or distributions payable pursuant to Section 2.6(b), and the Company Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Company Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 2.8, to evidence the ownership of the number of full shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Othnet Preferred Stock into which such shares of the Company Common Stock were shall have been so converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive payable pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicableSection 2.6(b). Notwithstanding the foregoing, neither if any Company Certificate is lost, stolen, destroyed or mutilated, such holder shall provide evidence reasonably satisfactory to Othnet as to such loss, theft, destruction or mutilation and an affidavit in form and substance satisfactory to Othnet, and, thereupon, such holder shall be entitled to receive the Exchange Agent nor Merger Shares in exchange therefore and any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official payable pursuant to any applicable escheat LawSection 2.6(b), and the Company Certificates so surrendered shall forthwith be canceled.
Appears in 1 contract
Exchange Procedures. Promptly As soon as practicable after the Second Effective Time, Office Depot shall cause the Exchange Agent will distribute to mail to each former holder of Company record of a certificate (a “Certificate”) which immediately prior to the Second Effective Time represented outstanding shares of OfficeMax Common StockStock whose shares were converted into the right to receive shares of Office Depot Common Stock pursuant to Section 2.3(b), (i) a letter of transmittal (the form and substance of which shall have been reasonably approved by OfficeMax prior to the Second Effective Time and which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other customary provisions as Office Depot may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for shares of Office Depot Common Stock, cash in lieu of fractional shares, if any, payable pursuant to Section 2.4(b) and unpaid dividends and distributions, if any, payable pursuant to Section 2.5(c). Upon surrender of a Certificate for cancellation of one or more certificatesto the Exchange Agent, accompanied by together with a duly executed letter of transmittal transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate or certificates or evidence of shares in book-entry form representing that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate whole number of shares of Acquiror Office Depot Common Stock into which such shares of Company Common Stock were converted holder has the right to receive pursuant to Section 2.3(b) in such denominations and registered in such names as such holder may reasonably request and (B) a check representing the Merger amount of cash in lieu of fractional shares, if any, and any unpaid dividends or distributions related thereto and distributions, if any, which such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII, after giving effect to any required withholding tax. If The shares represented by the Certificate so surrendered shall be cancelled. Until surrendered as contemplated by this Section 2.5, each Certificate shall be deemed at any time after the Second Effective Time to represent only the right to receive upon surrender whole shares of Acquiror Office Depot Common Stock are and cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, as provided in this Article II, after giving effect to be issued any required withholding tax. Office Depot, without any action on the part of any holder, shall cause the Exchange Agent to (x) issue, as of the Second Effective Time, to each holder of uncertificated shares of OfficeMax Common Stock (a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition “Book-Entry Share”) that number of issuance whole shares of Acquiror Office Depot Common Stock that the surrendered certificate or certificates holder is entitled to receive pursuant to Section 2.3(b) and cancel such Book-Entry Shares and (y) mail to each holder of Book-Entry Shares a check representing the amount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, as provided in this Article II, after giving effect to any required withholding tax. Office Depot shall also cause the Exchange Agent to mail to each such holder of Book-Entry Shares materials (in a form to be properly endorsed, with signatures guaranteed reasonably agreed by a member firm of Office Depot and OfficeMax prior to the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting Second Effective Time) advising such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or effectiveness of the Second Merger and the conversion of such Person shall establish holder’s Book-Entry Shares pursuant to the satisfaction Second Merger. No interest shall be paid or accrued on the cash in lieu of Acquiror fractional shares, if any, and unpaid dividends and distributions, if any, payable to OfficeMax Stockholders. In the event of a transfer of ownership of shares of OfficeMax Common Stock that is not registered on the transfer records of OfficeMax, the proper number of shares of Office Depot Common Stock, 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 such transferee if all documents required to evidence and effect such transfer and to evidence that any such Tax has applicable stock transfer taxes have been paid or is not applicable. Notwithstanding and, with respect to shares of OfficeMax Common Stock represented by a Certificate, the foregoing, neither Certificate held by such transferee are presented to the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat LawAgent.
Appears in 1 contract
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, Brista shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stockrecord of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of CDx Capital Stock (the “Certificates”) whose shares were converted into the right to receive Merger Consideration, (i) a letter of transmittal (which (a) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent Agent, and (b) shall be in such form and have such other provisions as Brista and CDx may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for certificates representing shares of Brista Common Stock. Upon surrender of a Certificate for cancellation of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal 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 Certificate shall be entitled to receive in exchange therefor that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Brista Common Stock into which Stock, that such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article IIIARTICLE II, and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of CDx Capital Stock that is not registered in the transfer records of CDx, the proper number of shares of Acquiror Brista Common Stock are to may be issued to a Person other than the Person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of Brista Common Stock (or the payment of cash consideration) to a Person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Brista that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the applicable Merger Consideration, neither which the Exchange Agent nor any party hereto will be liable holder thereof has the right to any former holder receive in respect of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official such Certificate pursuant to the provisions of this Article II. No interest shall be paid or will accrue on the Merger Consideration or any applicable escheat Lawother cash payable to holders of Certificates pursuant to the provisions of this ARTICLE II.
Appears in 1 contract
Exchange Procedures. Promptly At Closing, the Company and the Principal Stockholders shall deposit the Good Faith Deposit provided by the Parent pursuant to the Letter of Intent with Parent, for the benefit of the Stockholders. At the Closing, Parent shall deliver to each Principal Stockholder his or its portion of the Closing Merger Consideration against delivery by such Principal Stockholder of a duly executed letter of transmittal, in the form attached hereto as Exhibit 2.08(b) and certificates representing his, her or its shares of Common Stock (the "Certificates"). As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute Parent shall mail to each former holder other Stockholder entitled to receive a portion of Company Common Stockthe Merger Consideration (i) a form of letter of transmittal, in the form attached hereto as Exhibit 2.08(b) and (ii) instructions for use in effecting the surrender of such Stockholder's Certificates, in exchange for such Stockholders' portion of the Merger Consideration or for submitting an affidavit pursuant to paragraph (g) below. Each Stockholder shall, upon surrender to the Exchange Agent for cancellation Parent of one his, her or more its Certificate or Certificates (or affidavit of lost, stolen, mutilated or destroyed certificates) or upon submission of an affidavit pursuant to paragraph (g) below, accompanied by a duly executed in each case, together with such letter of transmittal that theretofore evidenced shares transmittal, duly executed, and such other documents as may reasonably be required by Parent, be entitled to receive in exchange therefor the amount of Company Common Stock, certificates evidencing cash which the appropriate number of shares of Acquiror Common Stock previously represented by such Certificate or subject to such affidavit shall have been converted into which such shares of Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to Section 2.06(c), and the provisions Certificates so surrendered shall forthwith be cancelled. In the event of this Article III. If shares a transfer of Acquiror ownership of Common Stock are to which is not registered in the transfer records of the Company, payment of any portion of the Merger Consideration in accordance with this Section 2.08(b) may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance payment of Acquiror Common Stock any applicable portion of the Merger Consideration to a Person person other than the registered holder of the surrendered certificate such Certificate, or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax has taxes have been paid or is are not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.08(b), each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the appropriate portions of the Closing Merger Consideration and the Escrow Distribution, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official if any, pursuant to the provisions of this Article II. No interest shall be paid or will accrue on any applicable escheat Lawcash payable to holders of Certificates pursuant to the provisions of this Article II.
Appears in 1 contract
Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stocka 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, and which letter shall be in customary form and have such other provisions as Pfizer may reasonably specify (such letter to be reasonably acceptable to Xxxxxx-Xxxxxxx prior to the Effective Time) and (ii) instructions for effecting the surrender of such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate to the Exchange Agent for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Pfizer Common StockStock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, certificates evidencing in the appropriate aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.8 (after taking into account all shares of Acquiror Xxxxxx-Xxxxxxx Common Stock into which then held by such shares of Company Common Stock were converted pursuant holder) and (B) a check in the amount equal to the Merger and any dividends or distributions related thereto which cash that such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article III. If II, including cash in lieu of any fractional shares of Acquiror Pfizer Common Stock are 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 Xxxxxx-Xxxxxxx Common Stock which is not registered in the transfer records of Xxxxxx-Xxxxxxx, one or more shares of Pfizer Common Stock evidencing, in the aggregate, the proper number of shares of Pfizer Common Stock, a check in the proper amount of cash in lieu of any fractional shares of Pfizer 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 a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Xxxxxx-Xxxxxxx Common Stock to such a Person other than transferee if the registered holder Certificate representing such shares of the surrendered certificate or certificates or such Person shall establish Xxxxxx-Xxxxxxx Common Stock is presented to the satisfaction of Acquiror Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any such Tax has applicable stock transfer taxes have been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawpaid.
Appears in 1 contract
Exchange Procedures. Promptly after the Effective Time (and in no event later than two (2) Business Days thereafter), Parent shall cause to be mailed to each person who was, at the Effective Time, the Exchange Agent will distribute to each former a holder of Company Common Stockrecord of Shares entitled to receive the Merger Consideration pursuant to Section 3.08(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, upon surrender and risk of loss and title to the Exchange Shares shall pass, only upon proper delivery of the Shares to the Paying Agent) and (ii) instructions for use in effecting the surrender of the certificates evidencing such Shares (each, a “Certificate” and, together, the “Certificates”) or the non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof pursuant to Section 3.09(e)) to the Paying Agent for cancellation cancellation, together with such letter of one transmittal, duly completed and validly executed in accordance with the instructions thereto (and such other documents as may customarily be required by the Paying Agent), the holder of such Shares shall be entitled to receive in exchange therefor the Merger Consideration which such holder has the right to receive pursuant to Section 3.08(a), and the Certificates 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, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate or more certificatesBook-Entry Share so surrendered is registered if the Certificate or Book-Entry Share representing such Shares shall be presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required solely by reason of the payment of the Merger Consideration to a duly executed letter person other than the registered holder of transmittal such Certificate or Book-Entry Share or establish to the reasonable satisfaction of Parent that theretofore evidenced shares such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.09, each Certificate or Book-Entry Share shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration to which the holder of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted Certificate or Book-Entry Share is entitled pursuant to the Merger and this Article III. No interest shall be paid or will accrue on any dividends cash payable to holders of Certificates or distributions related thereto which such former holder of Company Common Stock is entitled to receive Book-Entry Shares pursuant to the provisions of this Article III. If shares Notwithstanding anything to the contrary in this Section 3.09(b), any holder of Acquiror Common Stock are Book-Entry Shares shall not be required to be issued deliver a Certificate or an executed letter of transmittal to a Person other than the Person in whose name Paying Agent to receive the surrendered certificate or certificates are registeredMerger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the each registered holder of one or more Book-Entry Shares shall upon receipt by the surrendered certificate or certificates Paying Agent of an “agent’s” message in customary form (or such Person other evidence, if any, as the Paying Agent may reasonably require) be entitled to receive, and the Surviving Company shall establish cause the Paying Agent to pay and deliver as soon as reasonably practicable after receipt of such agent’s message (or such other evidence, if any, as the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding Paying Agent may reasonably require), the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock Merger Consideration for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Laweach Book-Entry Share.
Appears in 1 contract
Exchange Procedures. Promptly after the Effective Time, the Exchange Agent will distribute to each former holder of Company Common StockeCom Securities, upon surrender to the Exchange Agent of the certificate formerly representing such eCom Securities for cancellation of one or more certificatescancellation, accompanied by a duly executed together with the letter of transmittal that theretofore evidenced shares of Company Common Stockdescribed above, executed and completed in accordance with the instructions thereto, certificates evidencing the appropriate number amount of shares of Acquiror Common Stock the Company Securities, into which such shares of Company Common Stock eCom Securities were converted or exchanged pursuant to the Merger and any dividends or distributions related thereto thereto, if any, which such former holder of Company Common Stock eCom Securities is entitled to receive pursuant to the provisions of this Article IIISection 2.6 (after giving effect to any required withholding Tax), and the certificates formerly representing eCom Securities so surrendered shall be canceled. If shares of Acquiror Common Stock any Company Securities are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock such Company Securities that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock the Company Securities to a Person other than the registered holder of the surrendered certificate or certificates (or such Person shall establish to the satisfaction of Acquiror the Company that any such Tax has been paid or is not applicable). Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock eCom Securities for any Acquiror Common Stock Company Securities or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dynamicweb Enterprises Inc)
Exchange Procedures. Promptly As soon as practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares (the "Certificates") whose shares were converted into the right to receive the merger consideration provided for in Section 2.1., (i) a letter of transmittal and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of DRHI Common Stock, upon . Upon surrender of a Certificate for cancellation to the Exchange Agent for cancellation of one or more certificatesAgent, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror DRHI Common Stock into and cash which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article IIISections 2.1. and 2.2. and the Certificate so surrendered shall forthwith be canceled. If any cash or any certificate representing DRHI Shares is to be paid to or issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, a certificate representing the proper number of shares of Acquiror DRHI Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required by reason of the issuance of Acquiror shares of DRHI 5 Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror the Exchange Agent that any such Tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2., each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive upon such surrender the certificate representing shares of DRHI Common Stock and cash in lieu of any party hereto fractional shares of DRHI Common Stock as contemplated by this Section 2.2. No interest will be liable to paid or will accrue on any former holder cash payable in lieu of Company any fractional shares of DRHI Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat LawStock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Continental Homes Holding Corp)
Exchange Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder DFI Stockholder (A) a letter of Company transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the DFI Common StockStock shall pass, only upon surrender delivery of the Certificates representing the shares of DFI Common Stock (the "Certificates") to the Exchange Agent Agent, and shall be in such form and have such other provisions as SYSCO and DFI may reasonably specify) and (B) instructions for use in surrendering the Certificates in exchange for the Merger Consideration. (ii) Upon surrender of a Certificate for cancellation of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror SYSCO Common Stock into which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article III. If shares II, certain dividends or other distributions in accordance with Section 2.02(c), cash payable as a result of Acquiror any Cash Election and cash in lieu of any fractional share of SYSCO Common Stock are to in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be issued to cancelled. (iii) If a Person other than surrendered Certificate is not registered in the Person in whose transfer records of DFI under the name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under person surrendering such Certificate, Merger Consideration may be delivered to the Laws of the United States, or otherwise in proper form surrendering person only if such Certificate has been properly endorsed for transfer and that the Person requesting such payment shall pay surrendering person pays any applicable transfer or other Taxes required taxes. (iv) Until surrendered as contemplated by reason of this Section 2.02, each Certificate shall be deemed at any time after the issuance of Acquiror Common Stock Effective Time to a Person other than represent only the registered holder of right to receive upon such surrender the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicableMerger Consideration. Notwithstanding the foregoingNo interest, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered shall be paid or will accrue on any Merger Consideration payable to a public official holders of unsurrendered Certificates pursuant to any applicable escheat Lawthe provisions of this Article II.
Appears in 1 contract
Exchange Procedures. Promptly after the Effective Time, the Exchange Agent will distribute Altrimega or its appointed designee shall mail to each former holder of a certificate or certificates of Company Common StockStock ("Company Certificates") whose shares are converted into the right to receive the Merger Shares, upon surrender to the Exchange Agent for cancellation of one or more certificates, accompanied by (i) a duly executed letter of transmittal (which shall specify that theretofore evidenced delivery shall be effected, and risk of loss and title to the Company Certificates shall pass to Altrimega, only upon delivery of the Company Certificates to Altrimega and which shall be in such form and have such other provisions as Altrimega may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Shares and any dividends or other distributions pursuant to Section 2.7(b). Upon surrender of Company Certificates for cancellation to Altrimega, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Company Certificates shall be entitled to receive the Merger Shares in exchange therefor and any dividends or distributions payable pursuant to Section 2.7(b), and the Company Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Company Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 2.9, to evidence the ownership of the number of full shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Altrimega Common Stock into which such shares of the Company Common Stock were shall have been so converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive payable pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicableSection 2.7(b). Notwithstanding the foregoing, neither if any Company Certificate is lost, stolen, destroyed or mutilated, such holder shall provide evidence reasonably satisfactory to Altrimega as to such loss, theft, destruction or mutilation and an affidavit in form and substance satisfactory to Altrimega, and, thereupon, such holder shall be entitled to receive the Exchange Agent nor Merger Shares in exchange therefor and any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official payable pursuant to any applicable escheat LawSection 2.7(b), and the Company Certificates so surrendered shall forthwith be canceled.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Altrimega Health Corp)
Exchange Procedures. Promptly As promptly as practicable after the REIT Effective Time, the Exchange Agent will distribute send to each former record holder of Company Common StockCertificates other than Certificates to be canceled pursuant to Section 1.07(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 surrender delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as Parent may reasonably specify, subject to the Company’s approval not to be unreasonably withheld) and (ii) instructions for cancellation use in effecting the surrender of the Certificates in exchange for the REIT Merger Consideration or the Parent Series E Preferred Shares, as the case may be. As soon as reasonably practicable after the REIT Effective Time: (i) each holder of a Certificate evidencing Company Common Shares, upon surrender of a Certificate to the Exchange Agent together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, shall be entitled to receive in exchange therefor a certificate or certificates evidencing the number of full Parent Common Shares into which the aggregate number of Company Common Shares previously represented by such Certificate shall have been converted pursuant to this Agreement and the amount of cash that such holder is entitled to hereunder (including amounts to be paid pursuant to Section 1.07(a), in lieu of fractional Parent Common Shares pursuant to Section 2.05 and in respect of any dividends or other distributions to which holders are entitled pursuant to Section 2.03), and (ii) each holder of a Certificate evidencing Company Series D Preferred Shares, upon surrender of a Certificate to the Exchange Agent together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, shall be entitled to receive in exchange therefor a certificate or certificates evidencing the number of full Parent Series E Preferred Shares into which the aggregate number of Company Series D Common Shares previously represented by such Certificate shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or will accrue on any cash payable pursuant to Section 1.07, Section 2.03 or Section 2.05. In the event of a transfer of ownership of Company Common Shares which is not registered in the transfer records of the Company, one or more certificatescertificates of Parent Common Shares evidencing, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stockin the aggregate, certificates evidencing the appropriate proper number of shares Parent Common Shares, a check in the proper amount of Acquiror Common Stock into which such shares of Company Common Stock were converted cash pursuant to the Merger Section 1.07(a) and cash in lieu of any fractional Parent Common Shares pursuant to Section 2.05 and any dividends or other distributions related thereto to which such former holder is entitled pursuant to Section 2.03, may be issued with respect to such Company Common Shares to such a transferee if the Certificate representing such Company Common Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. In the event of a transfer of ownership of Company Common Stock Series D Preferred Shares which is not registered in the transfer records of the Company, one or more certificates of Parent Series E Preferred Shares evidencing, in the aggregate, the proper number of Parent Series E Preferred Shares and any dividends or other distributions to which such holder is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to Section 2.03 may be issued with respect to such Company Series D Preferred Share to such a Person other than transferee if the Person in whose name Certificate representing such Company Series D Preferred Shares is presented to the surrendered certificate or certificates are registeredExchange Agent, it will be a condition of issuance of Acquiror Common Stock accompanied by all documents required to evidence and effect such transfer and to evidence that the surrendered certificate or certificates any applicable stock transfer taxes have been paid. Provision shall be properly endorsed, with signatures guaranteed by made for holders of Certificates to procure in person immediately after the Effective Time a member firm letter of transmittal and instructions and to deliver in person immediately after the New York Stock Exchange or a bank chartered under the Laws Effective Time such letter of the United States, or otherwise in proper form for transfer transmittal and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock Shares or Company Series D Preferred Shares, as the case may be, in exchange for any Acquiror the REIT Merger Consideration or the Parent Series E Preferred Shares, as applicable, and cash in lieu of fractional Parent Common Stock or cash or Shares and dividends or distributions thereon delivered to a public official and distributions, if any, pursuant to any applicable escheat Law.Section 2.03. Back to Contents
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brandywine Operating Partnership Lp /Pa)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company Common Stockrecord of a Certificate whose shares were converted into the right to receive the Merger Consideration with respect thereto 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 surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for cancellation use in surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of one or more certificatesa Certificate for cancelation to the Exchange Agent, accompanied by a duly executed together with such letter of transmittal transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall receive, subject to Section 2.01(d), in exchange therefor a certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Parent Common Stock into which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article IIIII, certain dividends or other distributions as and to the extent specified in Section 2.02(c) and cash in lieu of any fractional share of Parent Common Stock as and to the extent specified in Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer books of the Company, a certificate representing the proper number of shares of Acquiror Parent Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of Parent Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or certain dividends or distributions thereon delivered as and to a public official the extent specified in Section 2.02(c) 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 as and to the extent specified in Section 2.02(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to any applicable escheat Lawthe provisions of this Article II.
Appears in 1 contract
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Surviving Corporation shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stockrecord of a Certificate whose shares were converted into the right to receive Per Share Merger Consideration pursuant to Section 2.01(b): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such customary form and have such other customary provisions as the Company and Newco may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Merger Consideration. Upon surrender of a Certificate for cancellation of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of Company Common Stock, certificates evidencing such Certificate shall be entitled to receive in exchange therefor (A) the appropriate product of the Per Share Merger Consideration multiplied by the number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant represented by the Certificate, and (B) any amounts to which the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to Section 2.02(c) hereof, and the provisions Certificate so surrendered shall forthwith be cancelled. In the event of this Article III. If shares a transfer of Acquiror ownership of Company Common Stock are to which is not registered in the transfer records of the Company, the Per Share Merger Consideration and the amounts distributable under Section 2.01(c) hereof may be issued distributed to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes non-income taxes required by reason of the issuance of Acquiror Common Stock such distribution to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror Surviving Corporation that any such Tax tax has been paid or is not applicable. Notwithstanding To the foregoingextent that amounts are withheld by Surviving Corporation pursuant to Section 2.02(i) below, neither such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Exchange Agent nor any party hereto will be liable to any former holder of the Company Common Stock for in respect of whom such deduction and withholding were made by Surviving Corporation or the Exchange Agent. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any Acquiror Common Stock or cash or dividends or distributions thereon delivered time after the Effective Time to a public official represent only the right to receive upon such surrender Per Share Merger Consideration and other amounts to which the holder is entitled pursuant to Section 2.02(c) hereof. No interest will be paid or will accrue on any applicable escheat Lawcash payable to holders of Certificates pursuant to the provisions of this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capricorn Investors Iii L P)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stock, upon surrender record of a certificate or certificates which immediately prior to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Effective Time represented outstanding shares of Company Common Stock (the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify and shall be reasonably acceptable to the Company) and (ii) instructions for use in surrendering the Certificates in exchange for certificates representing the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and any dividends or distributions related thereto such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article III. If ARTICLE II after taking into account all the shares of Acquiror Company Common Stock are then held by such holder under all such Certificates so surrendered, (y) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e), and (z) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c) (in each case after giving effect to any required withholding taxes), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that if, upon presentation to the surrendered certificate or certificates Exchange Agent, such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of Parent Common Stock to a Person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable 4 satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding anything to the foregoingcontrary contained herein, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror no certificate representing Parent Common Stock or cash or dividends or distributions thereon in lieu of a fractional share interest shall be delivered to a public official Person who is a "affiliate" (as contemplated by Section 5.10(a) hereof) of the Company unless such affiliate has theretofore executed and delivered to Parent the agreement referred to in Section 5.10(a). Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, cash in lieu of any fractional shares of Parent Common Stock as contemplated by Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c). No interest will be paid or will accrue on any applicable escheat Lawcash payable to holders of Certificates pursuant to Section 2.2(c) or Section 2.2(e).
Appears in 1 contract
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Buyer shall, or shall cause the Exchange Agent will distribute to, provide to each former holder of Company Common Stock, upon surrender record of a certificate or certificates or other instrument or instruments which immediately prior to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Effective Time represented issued and outstanding shares of Company Common Stock were converted or Series A Preferred Stock, (i) a letter of transmittal (which shall be upon customary terms and shall specify that delivery shall be effected, and risk of loss and title to the certificate shall pass, only upon proper delivery of such certificate to the Exchange Agent) and (ii) instructions for use in effecting the surrender of certificates in exchange for the Merger Consideration. Upon surrender of a certificate for cancellation to the Exchange Agent in accordance with this Section 1.9(b), together with such letter of transmittal, duly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the Exchange Agent shall pay the surrendering holder the Merger Consideration to which such holder may be entitled pursuant to Section 1.8 and the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article IIIcertificate so surrendered shall forthwith be canceled. If shares any portion of Acquiror Common Stock are such payment is to be issued made to a Person other than the Person registered holder of the shares of Company Common Stock or Series A Preferred Stock, as the case may be, represented by the certificate surrendered in whose name the surrendered certificate or certificates are registeredexchange therefor, it will shall be a condition of issuance of Acquiror Common Stock to such payment that the certificate so surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required by reason as a result of the issuance of Acquiror Common Stock such payment to a Person other than the registered holder of the surrendered certificate such shares or certificates or such Person shall establish to the satisfaction of Acquiror the Exchange Agent that any such Tax has Taxes have been paid or is not applicablethat none are payable. Notwithstanding the foregoingUntil surrendered as contemplated by this Section 1.9(b), neither the Exchange Agent nor any party hereto will be liable to any former holder (i) each certificate representing shares of Company Common Stock for (other than certificates representing Dissenting Shares or shares retired pursuant to Section 1.8(b)) shall be deemed at any Acquiror time after the Effective Time to represent only the right to receive the Common Stock or cash or dividends or distributions thereon delivered to a public official Purchase Price upon such surrender, and (ii) each certificate representing shares of Series A Preferred Stock (other than shares retired pursuant to Section 1.8(b)) shall be deemed at any applicable escheat Lawtime after the Effective Time to represent only the right to receive the Preferred Stock Liquidation Preference upon such surrender.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dobson Communications Corp)
Exchange Procedures. Promptly after the Effective Time, Holdco shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stocka Certificate (a) a letter of transmittal that shall be in customary form and have such other provisions as Holdco may reasonably specify and that shall specify that delivery shall be effected, and risk of loss and title to such El Sitio Certificates shall pass, only upon surrender proper delivery of such El Sitio Certificates to the Exchange Agent and (b) instructions for cancellation effecting the surrender of such El Sitio Certificates in exchange for the El Sitio Merger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of fractional shares. Upon surrender of a El Sitio Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (a) one or more certificatesHoldco Common Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested or is otherwise required by applicable law or regulation) representing, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stockin the aggregate, certificates evidencing the appropriate whole number of shares of Acquiror Common Stock into which that such shares of Company Common Stock were converted holder has the right to receive pursuant to Sections 2.7, 2.8 and 2.9 (after taking into account all Holdco Common Shares then held by such holder) and (b) a check in the Merger and any dividends or distributions related thereto which amount equal to the cash that such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article III3, including cash in lieu of any fractional Holdco Common Shares pursuant to Section 3.5. If shares No interest will be paid or will accrue on any cash payable pursuant to Section 3.3 or 3.5. In the event of Acquiror a transfer of ownership that is not registered in the transfer records of El Sitio, one or more Holdco Common Stock are Shares evidencing, in the aggregate, the proper number of Holdco Common Shares, and a check in the proper amount of cash in lieu of any fractional Holdco Common Shares pursuant to Section 3.5, may be issued with respect to such El Sitio Common Shares to such a Person other than transferee if the Person in whose name El Sitio Certificate representing such El Sitio Common Shares is presented to the surrendered certificate or certificates are registeredExchange Agent, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed accompanied by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for all documents required to evidence and effect such transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror evidence that any such Tax has applicable share transfer taxes have been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawpaid.
Appears in 1 contract
Samples: Combination Agreement (Ibero American Media Partners Ii LTD)
Exchange Procedures. Promptly As soon as reasonably practical after the ------------------- Effective Time, the Exchange Paying Agent will distribute shall mail to each former holder of Company Common Stockrecord of a Certificate or Certificates, upon surrender to the Exchange Agent for cancellation of one or more certificates, accompanied by (i) a duly executed letter of transmittal (which shall specify that theretofore evidenced shares delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon delivery of such Certificates to the Paying Agent, and which letter shall be in such form and have such other provisions as the Trust and the Company Common Stockmay reasonably specify) and (ii) instructions for use in effecting the surrender of such Certificates in exchange for the amount per Share specified in Section 2.1(c). Upon surrender of such a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Trust, certificates evidencing together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the appropriate number Paying Agent, the holder of shares of Acquiror Common Stock into such Certificate shall be entitled to receive in exchange therefor cash which such shares holder has the right to receive pursuant to this Article 2, and the Certificate so surrendered shall forthwith be cancelled. Upon a transfer of ownership of Company Common Stock were converted pursuant to that is not registered in the Merger and any dividends or distributions related thereto which such former holder transfer records of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to Company, cash may be issued paid to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment cash to be paid shall pay (i) have paid any transfer or other Taxes (as defined in Section 3.1(m)) required by reason of the issuance payment of Acquiror Common Stock cash to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall (ii) establish to the satisfaction of Acquiror the Trust that any such Tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2(d), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor any party hereto right to receive upon such surrender the amount per Share specified in Section 2.1(c) which the holder thereof has the right to receive in respect of such Certificate pursuant to the other provisions of this Article 2. No interest will be liable paid or will accrue on any cash payable to any former holder holders of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official Certificates pursuant to any applicable escheat Lawthe provisions of this Article 2. The Trust shall pay the charges and expenses of the Paying Agent and of such other agent or agents as it may appoint.
Appears in 1 contract
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, Mavericks shall cause the Exchange Agent to transmit (or mail in the case of Eligible Shares represented by a Certificate) to each former holder of Eligible Shares, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Eligible Shares shall pass, only upon delivery of the Eligible Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Rockets and Mavericks) and (ii) instructions for use in effecting the surrender of the Eligible Shares in exchange for (A) whole shares of Mavericks Common Stock, (B) cash in lieu of any fractional shares of Mavericks Common Stock pursuant to Section 3.1(c) and (C) any dividends or other distributions payable pursuant to Section 3.2(c). Notwithstanding anything to the contrary in this Agreement, no former record holder of a Book-Entry Share shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration in respect of such Book-Entry Shares. In lieu thereof, such former record holder shall upon receipt by the Exchange Agent of an “agent’s message” in customary form (or such other evidence, if any, as the Exchange Agent may reasonably request), be entitled to receive, and Mavericks shall cause the Exchange Agent to deliver as promptly as reasonably practicable after the Effective Time, the Merger Consideration in respect of each Book-Entry Share of such former holder, and such Book-Entry Shares shall forthwith be cancelled. Upon surrender of Eligible Shares for cancellation and exchange to the Exchange Agent will distribute to each 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 former holder of Company Common Stock, upon surrender such Eligible Shares shall be entitled to the Exchange Agent for cancellation receive in exchange therefor that number of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Mavericks Common Stock (after taking into which account all Eligible Shares surrendered by such shares of Company Common Stock were converted pursuant former holder) to the Merger and any dividends or distributions related thereto which such former holder is entitled pursuant to Section 3.1 (which shall be in uncertificated, book-entry form unless a physical certificate is requested), payment by check in lieu of Company fractional shares of Mavericks Common Stock which such former holder is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer Section 3.1(c) and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official payable pursuant to any applicable escheat Law.Section
Appears in 1 contract
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of TBI Common StockStock (such certificates are referred to hereinafter collectively as the "Certificates") whose shares or options were converted into the right to receive Merger Consideration pursuant to Section 4.1(c) hereof and who did not complete (or have revoked prior to the Effective Time) a Form of Election pursuant to Section 5.2(b) 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 surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for such Person's portion of the Merger Consideration. Upon surrender of a Certificate for cancellation of one to the Exchange Agent or more certificatesto such other agent or agents as may be appointed by Company, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the Exchange Agent shall effect delivery within five (5) business days to the holder of such Certificate, in exchange therefor, the amount of cash, if any, and the number of whole shares of Company Common Stock, certificates evidencing if any, into which the appropriate aggregate number of shares of Acquiror TBI Common Stock into which previously represented by such shares of Certificate shall have been converted pursuant to Section 4.1(c) hereof, and the Certificate so surrendered shall forthwith be canceled. Thereafter, each such holder who received any Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former shall be treated as a holder of Company Common Stock is entitled to receive pursuant to for all purposes under the provisions IBCL and the Company's Articles of this Article IIIIncorporation and Bylaws, in each case as amended. If shares In the event of Acquiror a transfer of ownership of TBI Common Stock are to that is not registered in the transfer records of TBI, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror Common Stock payment to a Person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror the Company that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 5.1(b), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor any party hereto will be liable right to any former holder receive upon such surrender the portion of Company the Merger Consideration into which the shares of TBI Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official theretofore represented by such Certificate have been converted pursuant to Section 4.1(c) hereof. No interest shall be paid or accrued on any applicable escheat Lawcash payable upon surrender of any Certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Community Bank Shares of Indiana Inc)
Exchange Procedures. Promptly after the Effective Time, the Exchange Agent will distribute to each former If a holder of Company Common StockDiffusion Units surrenders to Parent any Certificates, upon surrender together with a properly executed Letter of Transmittal, prior to the Exchange Agent for cancellation Closing Date, and such holder is the record holder of one or more certificatessuch Certificate(s) as of the Closing Date, accompanied by a duly executed letter then the holder of transmittal that theretofore evidenced such Certificate(s) shall be entitled to receive on the Closing Date (i) shares of Company Parent Common Stock, certificates evidencing the appropriate Stock representing that number of whole shares of Acquiror Parent Common Stock into which that such shares holder has the right to receive in respect of Company Common Stock were converted the aggregate number of Diffusion Units previously represented by such Certificate(s) pursuant to Section 2.1(a)(iii) and (ii) a check representing cash in lieu of fractional shares that the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled has the right to receive pursuant to Section 2.2(f) and in respect of any dividends or other distributions that the provisions of this Article IIIholder has the right to receive pursuant to Section 2.2(d), and such Certificate(s) shall forthwith be canceled. If shares a holder of Acquiror Common Stock are Diffusion Units surrenders to Parent any Certificates, together with a properly executed Letter of Transmittal at any time on or after the Closing Date, and such holder is the record holder of such Diffusion Units as of the Closing Date, then the holder of such Certificate shall be entitled to receive as soon as reasonably practicable following the Closing Date in exchange therefor the consideration described in clauses (i) and (ii) of the preceding sentence, and such Certificate(s) shall forthwith be canceled. If payment is to be issued made to a Person other than the Person in whose name the Certificate surrendered certificate or certificates are is registered, it will shall be a condition of issuance of Acquiror Common Stock payment that the Certificate so surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise in proper form for transfer and delivered to Parent with all documents required to evidence and effect such transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock payment to a Person other than the registered holder of the Certificate surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror Parent that any such Tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive, neither upon such surrender, the Exchange Agent nor any party hereto will be liable to any former Merger Consideration that the holder of Company Common Stock for such Certificate has the right to receive in respect thereof pursuant to Section 2.1 (and cash in respect of any Acquiror Common Stock or cash or dividends or other distributions thereon delivered to a public official pursuant to Section 2.2(d)). No interest shall be paid or shall accrue on the cash payable upon surrender of any applicable escheat LawCertificate.
Appears in 1 contract
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company Common Stockrecord of a Certificate whose shares were converted into the Merger Consideration 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 surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify, which form shall include, among other things, the provisions set forth in Exhibit 5.4 hereof) 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 of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a Parent Certificate representing that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into whole Parent Preferred Shares which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article IIIII, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. If shares In the event of Acquiror Common Stock are to a transfer of ownership of the Company Shares which is not registered in the transfer records of the Company, a Parent Certificate representing the proper number of Parent Preferred Shares may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes nonincome taxes required by reason of the issuance of Acquiror Common Stock Parent Preferred Shares to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction satisfactio of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto No interest will be liable paid or will accrue on any cash payable to any former holder holders of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official Certificates pursuant to any applicable escheat Lawthe provisions of this Article II.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Wireless Communications Holdings Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of TBI Common StockStock (such certificates are referred to hereinafter collectively as the "Certificates") whose shares or options were converted into the right to receive Merger Consideration pursuant to Section 3.1(c) hereof and who did not complete (or have revoked prior to the Effective Time) a Form of Election pursuant to Section 4.2(b) 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 surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for such Person's portion of the Merger Consideration. Upon surrender of a Certificate for cancellation of one to the Exchange Agent or more certificatesto such other agent or agents as may be appointed by Company, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the Exchange Agent shall effect delivery within five (5) business days to the holder of such Certificate, in exchange therefor, the amount of cash, if any, and the number of whole shares of Company Common Stock, certificates evidencing if any, into which the appropriate aggregate number of shares of Acquiror TBI Common Stock into which previously represented by such shares of Certificate shall have been converted pursuant to Section 3.1(c) hereof, and the Certificate so surrendered shall forthwith be canceled. Thereafter, each such holder who received any Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former shall be treated as a holder of Company Common Stock is entitled to receive pursuant to for all purposes under the provisions IBCL and the Company's Articles of this Article IIIIncorporation and Bylaws, in each case as amended. If shares In the event of Acquiror a transfer of ownership of TBI Common Stock are to that is not registered in the transfer records of TBI, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror Common Stock payment to a Person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror the Company that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 4.1(b), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor any party hereto will be liable right to any former holder receive upon such surrender the portion of Company the Merger Consideration into which the shares of TBI Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official theretofore represented by such Certificate have been converted pursuant to Section 3.1(c) hereof. No interest shall be paid or accrued on any applicable escheat Lawcash payable upon surrender of any Certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Community Bank Shares of Indiana Inc)
Exchange Procedures. Promptly after the Effective Time, and in any event within ten business days after the Effective Time, PAETEC shall cause the Exchange Agent will distribute to mail to each former holder of Company record of a certificate or certificates which immediately prior to the PAETEC Effective Time or the US LEC Effective Time, as applicable, represented outstanding shares of PAETEC Common StockStock (the “PAETEC Certificates”) or of US LEC Common Stock (the “US LEC Certificates” and together with the PAETEC Certificates, the “Certificates”), which at the PAETEC Effective Time or the US LEC Effective Time, as applicable, were converted into the right to receive 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 shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and which shall be in form and substance reasonably satisfactory to US LEC and PAETEC) and (ii) instructions for cancellation use in effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced the Certificates in exchange for certificates representing whole shares of Company Common Stock, certificates evidencing cash in lieu of any fractional shares pursuant to Section 2.1(g) and any dividends or other distributions payable pursuant to Section 2.2(c). Upon surrender of Certificates for cancellation to the appropriate 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 Certificates shall be entitled to receive in exchange therefor a certificate representing that number of shares of Acquiror Common Stock into which such whole shares of Company Common Stock were converted (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to the Merger and any dividends Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment by cash or distributions related thereto check in lieu of fractional shares which such former holder of Company Common Stock is entitled to receive pursuant to Section 2.1(g) and any dividends or distributions payable pursuant to Section 2.2(c), and the provisions Certificates so surrendered shall forthwith be canceled. In the event of this Article III. If a transfer of ownership of shares of Acquiror PAETEC Common Stock are to or US LEC Common Stock which is not registered in the transfer records of PAETEC or US LEC, respectively, a certificate representing the proper number of shares of Company Common Stock may be issued to a Person (as defined in Section 8.3(q)) other than the Person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment issuance shall pay any transfer or other Taxes (as defined in Section 3.1(j)(xi)) required by reason of the issuance of Acquiror shares of Company Common Stock to a Person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror the Company that any such Tax has Taxes have been paid or is are not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the foregoingPAETEC Effective Time or the US LEC Effective Time, neither as applicable, to represent only the Exchange Agent nor right to receive the Merger Consideration (and any party hereto will amounts to be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official paid pursuant to Section 2.1(g) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on any applicable escheat Lawamount payable pursuant to Section 2.1(g) or Section 2.2(c).
Appears in 1 contract
Exchange Procedures. Promptly after the Effective Time, the Exchange Agent will distribute CHYU or its appointed designee shall mail to each former holder of a certificate or certificates of Company Common StockStock (“Company Certificates”) whose shares are converted into the right to receive the Merger Shares, upon surrender to the Exchange Agent for cancellation of one or more certificates, accompanied by (i) a duly executed letter of transmittal (which shall specify that theretofore evidenced shares delivery shall be effected, and risk of loss and title to the Company Certificates shall pass to CHYU, only upon delivery of the Company Certificates to CHYU and which shall be in such form and have such other provisions as CHYU may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Shares and any dividends or other distributions pursuant to Section 2.6(b). Upon surrender of Company Common StockCertificates for cancellation to CHYU, certificates evidencing together with such letter of transmittal, duly completed and validly executed in accordance with the appropriate instructions thereto, the holders of such Company Certificates shall be entitled to receive the Merger Shares in exchange therefor and any dividends or distributions payable pursuant to Section 2.6(b), less the Merger Shares to be held in escrow pursuant to Section 2.5(a)(iii) hereof, and the Company Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Company Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 2.8, to evidence the ownership of the number of shares of Acquiror Common Stock Merger Shares into which such shares of the Company Common Stock were converted pursuant to the Merger shall have been so exchanged and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive payable pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicableSection 2.6(b). Notwithstanding the foregoing, neither if any Company Certificate is lost, stolen, destroyed or mutilated, such holder shall provide evidence reasonably satisfactory to CHYU as to such loss, theft, destruction or mutilation and an affidavit in form and substance satisfactory to CHYU, and, thereupon, such holder shall be entitled to receive the Exchange Agent nor Merger Shares in exchange therefore and any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official payable pursuant to any applicable escheat LawSection 2.6(b), and the Company Certificates so surrendered shall forthwith be canceled.
Appears in 1 contract
Samples: Agreement and Plan of Merger (China Youth Media, Inc.)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, and in no event later than three (3) Business Days thereafter, the Exchange Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, cause the Paying Agent will distribute to mail to each former holder of Company record of (i) a Certificate whose shares of Common StockStock were converted into the right to receive the consideration payable pursuant to Section 3.7(b) (A) 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 Paying Agent and which shall be in customary form and contain customary provisions) and (B) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and (ii) Book-Entry Shares whose shares of Common Stock were converted into the right to receive the consideration payable pursuant to Section 3.7(b) instructions for use in effecting the surrender of such Book-Entry Shares in exchange for the Merger Consideration. Each holder of record of one or more Certificates, upon surrender to the Exchange Paying Agent for cancellation of one such Certificate or more certificatesCertificates, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares transmittal, duly executed, and such other documents as may reasonably be required by Parent or the Paying Agent, and each holder of Company Common Stockrecord of Book-Entry Shares, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant upon surrender to the Merger and any dividends Paying Agent of such Book-Entry Shares (which shall be deemed surrendered upon receipt by the Paying Agent of an “agent’s message” in customary form or distributions related thereto which such former holder of Company Common Stock is other evidence as the Paying Agent may reasonably request), shall be entitled to receive in exchange therefor the amount of Merger Consideration to which such holder is entitled pursuant to Section 3.7(b), and the provisions Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of this Article III. If shares a transfer of Acquiror ownership of Common Stock are to which is not registered in the transfer records of the Company, payment of the Merger Consideration may be issued made to a Person other than the Person in whose name the Certificate or Book-Entry Share so surrendered certificate is registered if such Certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates Book-Entry Share shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate transfer or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax has Taxes have been paid or is are not applicable. Notwithstanding Until surrendered as contemplated by this Section 3.9(b), each Certificate or Book-Entry Share shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive upon such surrender the Merger Consideration. No interest shall be paid or will accrue on any party hereto will be liable payment to any former holder holders of Company Common Stock for any Acquiror Common Stock Certificates or cash or dividends or distributions thereon delivered to a public official Book-Entry Shares pursuant to any applicable escheat Lawthe provisions of this Article III.
Appears in 1 contract
Exchange Procedures. (i) Promptly after the Effective TimeTime (and in any event within (x) five (5) Business Days in the case of registered holders of the Shares (other than the Depositary) and (y) three (3) Business Days in the case of the Depositary on behalf of beneficial holders holding through brokers, nominees, custodians or through a third party), the Exchange Surviving Company shall cause the Paying Agent will distribute to mail (or in the case of the Depositary, deliver) to each former registered holder of Company Common StockShares (other than holders of the Excluded Shares) entitled to receive the Per Share Merger Consideration pursuant to Section 2.1(b)(i), upon surrender to the Exchange Agent for cancellation of one or more certificates, accompanied by (i) a duly executed letter of transmittal that theretofore evidenced shares in customary form for a Cayman Islands incorporated company listed on the NYSE specifying how the delivery of the Per Share Merger Consideration to registered holders of the Shares (other than holders of the Excluded Shares) shall be effected, such letter of transmittal to be in such form and have such other provisions as Parent and the Company Common Stock(at the direction of the Independent Committee) may reasonably agree; and (ii) instructions for effecting the surrender of share certificates, certificates evidencing if any, representing Shares (other than the appropriate number Excluded Shares) (the “Share Certificates”) (or affidavits and indemnities of shares loss in lieu of Acquiror Common Stock into which the Share Certificates as provided in Section 2.2(g)), or non-certificated Shares represented by book entry (“Uncertificated Shares”) and such shares other documents as may be required in exchange for the Per Share Merger Consideration. Upon surrender of, if applicable, any Share Certificate (or affidavit and indemnity of Company Common Stock were converted loss in lieu of the Share Certificate as provided in Section 2.2(g)) and any other documents required pursuant to such instructions to the Merger and any dividends or distributions related thereto which Paying Agent in accordance with the terms of such former letter of transmittal, duly executed in accordance with the instructions thereto, each registered holder of Company Common Stock is Shares (other than holders of the Excluded Shares) represented by such Share Certificate and each registered holder of Uncertificated Shares (other than holders of the Excluded Shares) shall be entitled to receive pursuant in exchange therefor a check, in the amount equal to (x) the provisions number of Shares represented by such Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 2.2(g)) or the number of Uncertificated Shares, multiplied by (y) the Per Share Merger Consideration , and any Share Certificate so surrendered in accordance with the procedures of this Article III. If shares of Acquiror Common Stock are to Section 2.2(c) shall forthwith be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawmarked as cancelled.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Xueda Education Group)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company record of shares of Xxxxxx Common Stock or Xxxxxx Preferred Stock immediately prior to the Effective Time whose shares were converted into shares of Chase Common Stock or Chase Merger Preferred Stock 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 Xxxxxx Certificates shall pass, only upon delivery of the Xxxxxx Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as Chase and Xxxxxx may reasonably specify) and (ii) instructions for use in effecting the surrender of the Xxxxxx Certificates in exchange for certificates representing shares of Chase Common Stock and Chase Merger Preferred Stock, upon as the case may be. Upon surrender of a Xxxxxx Certificate for cancellation to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares of Company Common Stocktransmittal, certificates evidencing duly executed, and such other documents as the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to Exchange Agent may reasonably require, the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is such Xxxxxx Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Chase Common Stock or Chase Merger Preferred Stock which such holder has the right to receive in respect of the Xxxxxx Certificate surrendered pursuant to the provisions of this Article III. If II (after taking into account all shares of Acquiror Xxxxxx Common Stock are to then held by such holder), and the Xxxxxx Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Xxxxxx Common Stock or Xxxxxx Preferred Stock which is not registered in the transfer records of Xxxxxx, a certificate representing the proper number of shares of Chase Common Stock or Chase Merger Preferred Stock may be issued to a Person other than transferee if the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting Xxxxxx Certificate representing such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Xxxxxx Common Stock or cash or dividends or distributions thereon delivered Xxxxxx Preferred Stock is presented to a public official pursuant the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable escheat Lawstock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Xxxxxx Certificate shall be deemed at any time after the Effective Time to represent only the Chase Common Stock or Chase Merger Preferred Stock into which the shares of Xxxxxx Common Stock or Xxxxxx Preferred Stock represented by such Xxxxxx Certificate have been converted as provided in this Article II and the right to receive upon such surrender cash in lieu of any fractional shares of Chase Common Stock as contemplated by this Section 2.2.
Appears in 1 contract
Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall cause an exchange agent selected by SBC with the Company's prior approval, which shall not be unreasonably withheld (the "Exchange Agent will distribute Agent"), to mail to each former holder of record of Company Shares (other than holders of record of Excluded Company Shares) (i) a letter of transmittal specifying that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, such letter of transmittal to be in such form and have such other provisions as SBC and the Company may reasonably agree, and (ii) instructions for surrendering the Certificates in exchange for (A) uncertificated shares of SBC Common StockStock registered on the stock transfer books of SBC in the name of such holder ("Registered SBC Shares") or, at the election of such holder, certificates representing shares of SBC Common Stock and (B) any unpaid dividends and other distributions and cash in lieu of fractional shares. Subject to Section 4.2(g), upon surrender of a Certificate for cancellation to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) Registered SBC Shares or, at the election of such holder, a certificate, representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror SBC Common Stock into which that such shares of Company Common Stock were converted holder is entitled to receive pursuant to this Article IV, (y) a check in the Merger amount (after giving effect to any required tax withholdings) of (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions related thereto which that such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIIV, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certifi cates. In the event of a trxxxxxr of ownership of Company Shares that is not registered in the transfer records of the Company, the Registered SBC Shares or certificate, as the case may be, representing the proper number of shares of SBC Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other divi dends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such Company Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that anya pplicable stock transfer taxes have been paid. If any Registered SBC Shares or any certificate for shares of Acquiror SBC Common Stock are is to be issued to in a Person name other than that in which the Person Certificate surrendered in whose name the surrendered certificate or certificates are exchange therefor is registered, it will shall be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and such exchange that the Person (as defined below) requesting such payment exchange shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror Registered SBC Shares or certificates for shares of SBC Common Stock to in a Person name other than that of the registered holder of the surrendered certificate Certificate surrendered, or certificates or such Person shall establish to the satisfaction of Acquiror SBC or the Exchange Agent that any such Tax tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SBC Communications Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, and in no event later than two (2) Business Days thereafter, the Exchange Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, cause the Paying Agent will distribute to mail to each former holder of Company record of (i) a Certificate whose shares of Common StockStock were converted into the right to receive the consideration payable pursuant to Section 3.1(b) (A) 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 Paying Agent and which shall be in customary form and contain customary provisions) and (B) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and (ii) Book-Entry Shares whose shares of Common Stock were converted into the right to receive the consideration payable pursuant to Section 3.1(b) instructions for use in effecting the surrender of such Book-Entry Shares in exchange for the Merger Consideration. Each holder of record of one or more Certificates, upon surrender to the Exchange Paying Agent for cancellation of one such Certificate or more certificatesCertificates, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares transmittal, duly executed, and such other documents as may reasonably be required by Parent or the Paying Agent, and each holder of Company Common Stockrecord of Book-Entry Shares, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant upon surrender to the Merger and any dividends Paying Agent of such Book-Entry Shares (which shall be deemed surrendered upon receipt by the Paying Agent of an “agent’s message” in customary form or distributions related thereto which such former holder of Company Common Stock is other evidence as the Paying Agent may reasonably request), shall be entitled to receive in exchange therefor the amount of Merger Consideration to which such holder is entitled pursuant to Section 3.1(b), and the provisions Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of this Article III. If shares a transfer of Acquiror ownership of Common Stock are to which is not registered in the transfer records of the Company, payment of the Merger Consideration may be issued made to a Person other than the Person in whose name the Certificate or Book-Entry Share so surrendered certificate is registered if such Certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates Book-Entry Share shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate transfer or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent and the Paying Agent that any such Tax has Taxes have been paid or is are not applicable. Notwithstanding Until surrendered as contemplated by this Section 3.2(b), each Certificate or Book-Entry Share shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the Merger Consideration, neither subject to the Exchange Agent nor terms and conditions set forth herein. No interest shall be paid or will accrue on any party hereto will be liable payment to any former holder holders of Company Common Stock for any Acquiror Common Stock Certificates or cash or dividends or distributions thereon delivered to a public official Book-Entry Shares pursuant to any applicable escheat Lawthe provisions of this Article III.
Appears in 1 contract
Exchange Procedures. Promptly after the Effective Time, the Exchange Agent will distribute Parent shall cause to be mailed to each former person who was, immediately prior to the Effective Time, a holder of Company Common Stock, upon surrender record of Shares (other than Excluded Shares) entitled to receive the Exchange Agent for cancellation of one or more certificates, accompanied by Merger Consideration pursuant to Section 2.01(a) a duly executed letter of transmittal (which shall be in such form as Parent and the Company may reasonably agree and shall be prepared prior to the Closing and which shall specify that theretofore evidenced shares delivery shall be effected, and risk of Company Common Stockloss and title to such Shares shall pass, only upon proper delivery of such Shares to the Paying Agent) and instructions for use in effecting the surrender of the certificates evidencing such Shares (each, a “Certificate” and, collectively, the appropriate number of shares of Acquiror Common Stock into “Certificates”) or the non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to Section 2.01(a). Upon (A) surrender of Certificates (or effective affidavits of loss in lieu thereof) to the provisions Paying Agent for cancellation, together with such letter of this Article IIItransmittal, duly completed and validly executed in accordance with the instructions thereto or (B) receipt by the Paying Agent of an “agent’s message” in the case of Book-Entry Shares, and, in each case, such other documents as may customarily be required by the Paying Agent, including but not limited to IRS Forms X-0, X-0XXX, or W-8BEN-E, as applicable, the holder of Shares represented by such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration which such holder has the right to receive pursuant to Section 2.01(a), and the Certificates so surrendered shall forthwith be canceled. If shares In the event of Acquiror Common Stock are to a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration may be issued made to a Person person other than the Person person in whose name the Certificates so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that registered if the surrendered certificate or certificates Certificates representing such Shares shall be properly endorsedpresented to the Paying Agent, with signatures guaranteed accompanied by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, all documents required to evidence and effect such transfer or otherwise be in proper form for transfer transfer, and that the Person person requesting such payment shall pay any transfer or other Taxes required solely by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02, each Certificate and Book-Entry Share shall be deemed at all times after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive upon such surrender the Merger Consideration to which the holder thereof is entitled pursuant to this Article II. No interest shall be paid or will accrue on any party hereto will be liable cash payable to any former holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II. Any holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered Book-Entry Shares shall not be required to deliver a public official Certificate to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to any this Article II. Payment of the applicable escheat LawMerger Consideration with respect to Book-Entry Shares shall be made only to the person in whose name such Book-Entry Shares are registered.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Crystal Rock Holdings, Inc.)
Exchange Procedures. Promptly after Promptly, but in no event more than three (3) Business Days, following the Effective Timedate the Registration Statement is declared effective by the SEC, Public Company shall cause the Exchange and Paying Agent will distribute to mail to each former holder Person who was a member of Company Common Stock, upon surrender Merger Partner or any Blocker as of immediately prior to the Exchange Agent effective time of each respective Mergers, (i) a Letter of Transmittal and (ii) instructions for cancellation effecting the issuance of one or more certificatesthe portion of the Merger Consideration, accompanied by as applicable, payable with respect thereto pursuant to the terms of this Agreement and the Allocation Schedule. Upon proper delivery of a duly completed and executed letter Letter of transmittal that theretofore evidenced shares of Company Common StockTransmittal, certificates evidencing each such Person shall be entitled to receive the appropriate number of shares of Acquiror Public Company Class A Common Stock, shares of Public Company Class B Common Stock into which such shares of Company and Merger Partner Common Stock were converted pursuant to Units as determined in accordance with Section 2.1 and reflected on the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article IIIAllocation Schedule. If shares of Acquiror Common Stock are payment is to be issued made to a Person other than the Person who is reflected in whose name the surrendered certificate or certificates are registeredbooks and records of the applicable company as the applicable member, it will shall be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and payment that the Person requesting such payment shall pay have established to the satisfaction of Public Company and the Exchange and Paying Agent that any transfer or and other Taxes required by reason of the issuance of Acquiror Common Stock such payment to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has applicable member have been paid or is are not applicable. Notwithstanding From and after the foregoingMerger Partner Merger Effective Time, neither or each applicable Blocker Merger Effective Time, as applicable, other than Electing Members (with respect to Excluded Units) each Person that was a member of Merger Partner or the Exchange Agent nor any party hereto will be liable to any former corresponding Blocker being merged, respectively (or the holder of Company Common Stock for an economic interest therein) shall have no rights as a member or holder of any Acquiror Common Stock such economic interests and, until the procedures contemplated by this Section 2.2 have been complied with, any such former limited liability company or cash or dividends or distributions thereon delivered economic interest shall represent only the right to a public official pursuant receive the applicable portion of the Merger Consideration, respectively, on the terms and subject to any applicable escheat Lawthe conditions of this Agreement.
Appears in 1 contract
Samples: Voting Agreement (Calyxt, Inc.)
Exchange Procedures. Promptly after the Effective Time, the Exchange Agent will distribute to each former If a holder of Company Common StockVTBH Stock surrenders to Parent any Certificates, upon surrender together with a properly executed Letter of Transmittal, prior to the Exchange Agent for cancellation Closing Date, and such holder is the record holder of one or more certificatessuch Certificate(s) as of the Closing Date, accompanied by a duly executed letter then the holder of transmittal that theretofore evidenced such Certificate(s) shall be entitled to receive on the Closing Date (i) shares of Company Common Stock, certificates evidencing Parent Stock representing that number of whole shares of Parent Stock that such holder has the appropriate right to receive in respect of the aggregate number of shares of Acquiror Common VTBH Stock into which previously represented by such shares of Company Common Stock were converted Certificate(s) pursuant to Section 2.1(a)(iii) or (v) and (ii) a check representing cash in lieu of fractional shares that the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled has the right to receive pursuant to Section 2.2(f) and in respect of any dividends or other distributions that the provisions of this Article IIIholder has the right to receive pursuant to Section 2.2(d), and such Certificate(s) shall forthwith be canceled. If shares a holder of Acquiror Common VTBH Stock are surrenders to Parent any Certificates, together with a properly executed Letter of Transmittal at any time on or after the Closing Date, and such holder is the record holder of such VTBH Stock as of the Closing Date, then the holder of such Certificate shall be entitled to receive as soon as reasonably practicable following the Closing Date in exchange therefor the consideration described in clauses (i) and (ii) of the preceding sentence, and such Certificate(s) shall forthwith be canceled. If payment is to be issued made to a Person other than the Person in whose name the Certificate surrendered certificate or certificates are is registered, it will shall be a condition of issuance of Acquiror Common Stock payment that the Certificate so surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise in proper form for transfer and delivered to Parent with all documents required to evidence and effect such transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock payment to a Person other than the registered holder of the Certificate surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror Parent that any such Tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive, neither upon such surrender, the Exchange Agent nor any party hereto will be liable to any former Merger Consideration that the holder of Company Common Stock for such Certificate has the right to receive in respect thereof pursuant to Section 2.1 (and cash in respect of any Acquiror Common Stock or cash or dividends or other distributions thereon delivered to a public official pursuant to Section 2.2(d)). No interest shall be paid or shall accrue on the cash payable upon surrender of any applicable escheat LawCertificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Parametric Sound Corp)
Exchange Procedures. Promptly after the Effective TimeTime (and in any event within three (3) Business Days thereafter), Parent shall cause the Exchange Paying Agent will distribute to mail to each former holder of record of a Certificate representing Class A Shares outstanding immediately prior to the Effective Time (other than any Certificate in respect of Excluded Shares or Dissenting Shares): (i) a letter of transmittal in customary form and containing such customary provisions as Parent and the Company Common Stockshall reasonably agree (but in any event specifying that the right to receive payments under Section 4.1(a) shall be effected, and risk of loss and title to the Certificate shall pass, only upon delivery of the Certificate (or an affidavit of loss in lieu thereof in accordance with Section 4.2(e) to the Paying Agent)) and (ii) instructions for use in effecting the surrender of such Certificate (or affidavit of loss in lieu thereof). Upon the surrender to the Exchange Paying Agent for cancellation of one a Certificate (or more certificates, accompanied by affidavit of loss in lieu thereof as provided in Section 4.2(e)) together with a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stockand such other documents as may be reasonably required by the Paying Agent and specified in the transmittal materials, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock such Certificate shall be entitled to receive in exchange therefor the cash amount that such holder is entitled to receive pursuant to Section 4.1(a) in respect of the provisions Class A Shares formerly represented by such Certificate (after giving effect to any required Tax withholding as provided in Section 4.2(f)) in full satisfaction of this Article IIIany and all rights with respect thereto, and any Certificate so surrendered shall forthwith be cancelled. If shares No interest will be paid or accrued on any amount payable to holders of Acquiror Common Stock are to Certificates. In the event of a transfer of ownership of any Class A Shares represented by a Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be issued made to a Person other than the Person holder in whose name the surrendered certificate or certificates Class A Shares represented by such Certificate are registeredregistered upon (A) due surrender of the Certificate, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United Statesand any and all other documents required to evidence and effect such transfer, or otherwise duly executed and in proper form for transfer and (B) evidence that the Person requesting such payment shall pay any applicable transfer or other similar Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has have been paid or is are not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Benefytt Technologies, Inc.)
Exchange Procedures. Promptly The Surviving Corporation shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute to each former holder of Company Common Stock, upon surrender to record of Certificates that immediately before the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration and CVRs pursuant to Section 2.01(c) (Conversion of Company 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 delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration and any dividends CVRs. Upon surrender of a Certificate for cancelation to the Exchange Agent or distributions related thereto which to such former other agent or agents as may be appointed by the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash and CVRs that the aggregate number of shares of Company Common Stock is entitled to receive previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) (Conversion of Company Common Stock) into the provisions right to receive, and the Certificate so surrendered shall forthwith be canceled. In the event of this Article III. If shares a transfer of Acquiror ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be made and shares and CVRs may be issued to a Person other than the Person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock payment to a Person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror the Surviving Corporation that any such Tax has been paid or is not applicable. Notwithstanding Subject to the foregoinglast sentence of Section 2.02(c) (No Further Ownership Rights in Company Common Stock), neither until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Exchange Agent nor any party hereto will be liable Effective Time to any former holder represent only the right to receive upon such surrender the Merger Consideration and CVRs into which the shares of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official theretofore represented by such Certificate have been converted pursuant to Section 2.01(c) (Conversion of Company Common Stock). No interest shall be paid or accrue on any applicable escheat Lawcash payable upon surrender of any Certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Anixter International Inc)
Exchange Procedures. Promptly after At or following the Effective Time, the Exchange Agent will distribute to each former holder of Company Common StockClosing, upon surrender of a Certificate for cancellation to the Exchange Agent for cancellation of one or more certificatesPurchaser, accompanied by together with a duly executed letter Letter of transmittal Transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate or certificates representing that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate whole number of shares of Acquiror Purchaser Common Stock into which such shares of Company Common Stock were converted holder has the right to receive pursuant to Section 2.06(a) and (ii) payment by check of funds in U.S. dollars representing the Merger and any dividends or distributions related thereto amount of cash in lieu of fractional shares, if any, which such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII. If The shares represented by a Certificate so surrendered shall forthwith be cancelled. As soon as practicable after the Effective Time, the Purchaser shall mail the Letter of Transmittal and instructions to the holder of record of each Certificate that was not surrendered at the Closing. In the event of a transfer of ownership of shares of Acquiror Company Capital Stock that is not registered on the transfer records of the Company, a certificate representing the proper number of shares of Purchaser Common Stock are Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, may be issued to such transferee if the Certificate representing such shares of Company Capital Stock held by such transferee is presented to the Purchaser, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.08(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender a Person other than certificate representing shares of Purchaser Common Stock and cash in lieu of fractional shares, as provided in this Article II. If 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 lost, stolen or destroyed and, if required by the Purchaser, the granting by such Person of a contractual indemnity or the posting by such Person of a bond in whose name such reasonable amount as the surrendered Purchaser may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Purchaser will deliver in exchange for such lost, stolen or destroyed Certificate, a certificate or certificates are registeredrepresenting the proper number of shares of Purchaser Common Stock, it will together with a check for the cash to be a condition paid in lieu of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsedfractional shares, if any, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish respect to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder shares of Company Common Capital Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawformerly represented thereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medidata Solutions, Inc.)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former person who was, at the Effective Time, a holder of record of Company Common StockShares entitled to receive the Merger Consideration pursuant to Section 2.01(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 evidencing such Company Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Exchange Agent of a Certificate for cancellation of one or more certificatescancellation, accompanied by a duly executed together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange _herefore a certificate representing that theretofore evidenced shares number of whole Parent Class A Shares which such holder has the right to receive in respect of the Company Shares formerly represented by such Certificate (after taking into account all Company Shares then held by such holder), if any, cash in respect of the Cash Consideration to be received by such holder, if any, cash in lieu of any fractional Parent Class A Shares to which such holder is entitled pursuant to Section 2.02(e), any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common StockShares that is not registered in the transfer records of the Company, certificates evidencing a certificate representing the appropriate proper number of shares Parent Class A Shares, cash in respect of Acquiror Common Stock into the Cash Consideration to be received by such holder, if any, cash in lieu of any fractional Parent Class A Shares to which such shares of Company Common Stock were converted holder is entitled pursuant to the Merger Section 2.02(e), and any dividends or other distributions related thereto to which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to Section 2.02(c), may be issued to a Person other than transferee if the Person in whose name Certificate representing such Company Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered certificate or certificates are registeredas contemplated by this Section 2.02, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates each Certificate shall be properly endorseddeemed at all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing Parent Class A Shares, with signatures guaranteed by a member firm cash in respect of the New York Stock Exchange or a bank chartered under the Laws Cash Consideration to be received by such holder, if any, cash in lieu of the United Statesany fractional Parent Class A Shares to which such holder is entitled pursuant to Section 2.02(e), or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer dividends or other Taxes required by reason of the issuance of Acquiror Common Stock distributions to a Person other than the registered which such holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official entitled pursuant to any applicable escheat LawSection 2.02(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (International Steel Group Inc)
Exchange Procedures. Promptly after (a) Contemporaneously with the Effective Timemailing of the Proxy Statement (as hereinafter defined), the Exchange Agent Closing Date, the Company will distribute mail to each former holder of record of a certificate or certificates which immediately prior to the Closing Date represented shares of Pre-Recapitalization Company Common StockStock (the "Certificates") (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 Company) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Company Class A Common Stock and Company Class B Common Stock and the Initial Cash Redemption Price to which such holder is entitled as a result of the Redemption pursuant to Section 1.4. Upon surrender to the Exchange Agent Company of a Certificate for cancellation of one or more certificatescancellation, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of Company Common Stocksuch Certificate shall receive in exchange therefor, as soon as practicable following the Closing, (i) certificates evidencing the appropriate that number of shares of Acquiror Company Class A Common Stock into and Company Class B Common Stock which such shares of Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to Section 1.2, and (ii) the provisions Initial Cash Redemption Price such holder is entitled to receive pursuant to Section 1.4, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued with respect to any Initial Cash Redemption Price payable upon the surrender of this Article IIIthe Certificates. If shares of Acquiror Common Stock are any certificate is to be issued in, or if cash is to be remitted to, a Person name other than that in which the Person in whose name the Certificate surrendered certificate or certificates are for exchange is registered, it will shall be a condition of issuance of Acquiror Common Stock such exchange that the Certificate so surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United Statessignature guaranteed, or otherwise in proper form for transfer and that the Person requesting such payment exchange shall pay to the Company or its transfer agent any transfer or other Taxes taxes required by reason of the issuance of Acquiror Common Stock to certificates in a Person name other than that of the registered holder of the surrendered certificate Certificate surrendered, or certificates or such Person shall establish to the satisfaction of Acquiror the Company or its transfer agent that any such Tax has taxes have been paid or is are not applicable. Notwithstanding Following the foregoingeffectiveness of the Amended Articles and until surrendered in accordance with the provisions of this Section 2.1, neither each Certificate (other than Certificates representing shares held in the Exchange Agent nor Company's treasury or by any party hereto will be liable Subsidiary of the Company) shall represent for all purposes only the right to receive, upon such surrender, shares of Company Class A Common Stock and Company Class B Common Stock in accordance with Section 1.2 and the Initial Cash Redemption Price in accordance with Section 1.4, without any interest thereon, subject to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawrequired withholding taxes.
Appears in 1 contract
Samples: Recapitalization Agreement (Werner Holding Co Inc /Pa/)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Zac shall cause the Exchange Paying Agent will distribute to mail to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation record of one a Certificate or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Book Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (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 Paying 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 customary form and have such other provisions as Zac may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the Merger Consideration. Each holder of record of one or more Certificates or Book Entry Shares shall, upon surrender to the Paying Agent of such Certificate or Certificates or Book Entry Shares, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash to which such holder is entitled pursuant to Section 2.01(c), and the Merger and any dividends Certificates or distributions related thereto which such former holder Book Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is entitled to receive pursuant to not registered in the provisions transfer records of the Company, payment of the Merger Consideration in accordance with this Article III. If shares of Acquiror Common Stock are to Section 2.02(b) may be issued made to a Person other than the Person in whose name the Certificate or Book Entry Share so surrendered certificate is registered if such Certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates Book Entry Share shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer (and that accompanied by all documents required to evidence and effect such transfer) and the Person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such Certificate or Book Entry Share. Until surrendered as contemplated by this Section 2.02(b), each Certificate and Book Entry Share (other than Certificates or Book Entry Shares evidencing Dissenting Shares, Cancelled Shares and Remaining Shares) shall be deemed at any time after the surrendered certificate Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest shall be paid or certificates will accrue on any payment to holders of Certificates or such Person shall establish Book Entry Shares pursuant to the satisfaction provisions of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawthis Article II.
Appears in 1 contract
