Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (MAP Pharmaceuticals, Inc.)
Procedures for Surrender. As (a) With respect to Certificates, as promptly as reasonably practicable (but in any event within five Business Days) after the Effective Time, Parent shall cause the Paying Exchange Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: such Certificate (i) a letter of transmittal, which shall specify transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon delivery of the Certificates Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) to the Paying AgentExchange Agent or transfer of Book-Entry Shares not held through DTC (each, a “Non-DTC Book-Entry Share”) to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Non-DTC Book-Entry Shares and shall otherwise be in such form and have such other provisions as Parent or the Paying Exchange Agent may reasonably specify, ) (the “Letter of Transmittal”) and (ii) instructions for effecting the surrender surrendering a Certificate (or affidavit of the Certificates or Book-Entry Shares loss in lieu of a Certificate as provided in Section 3.7) in exchange for payment of the aggregate Merger ConsiderationConsideration payable in respect thereof to the Exchange Agent. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Exchange Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) together with a duly completed and validly executed Letter of Transmittal in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such other agent or agents as may be appointed by Parentinstructions, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect Parent shall cause the Exchange Agent to such Certificates or Book-Entry Shares, the mail to each holder of record of any such Certificates or Book-Entry Shares shall be Certificate in exchange therefore, as promptly as reasonably practicable thereafter, (A) a statement reflecting the number of whole shares of Parent Common Stock, if any, that such holder is entitled to receive in non-certificated book-entry form pursuant to Article II in the Merger Consideration for each Share formerly represented by name of such Certificates record holder and for each Book-Entry Share(B) a check in the amount (after giving effect to any required Tax withholdings as provided in Section 3.8) of (x) any cash in lieu of fractional shares that such holder is entitled to receive pursuant to Section 3.5 plus (y) any unpaid cash dividends and any other dividends or other distributions that such holder has the right to receive pursuant to this Article III. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate has been so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and cancelled by the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereonExchange Agent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Nextier Oilfield Solutions Inc.), Agreement and Plan of Merger (Nextier Oilfield Solutions Inc.), Agreement and Plan of Merger (Patterson Uti Energy Inc)
Procedures for Surrender. As promptly as practicable Promptly after the Effective TimeTime (but in no event later than three (3) business days), Parent shall, and shall cause the Surviving Corporation to, cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which ) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 (or affidavits of loss in lieu thereof) to the Paying Agent, Agent and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Shares Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentParent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect such other documents as may be required pursuant to such Certificates or Book-Entry Sharesinstructions, the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificates and for each Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. Any The Paying Agent shall accept such Certificates and (or affidavits of loss in lieu thereof) or Book-Entry Shares so surrendered shall forthwith be cancelledupon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established to the satisfaction of the Surviving Corporation Parent that such Taxes Tax either have has been paid or are is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this AgreementSection 2.2, without interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Volcom Inc), Agreement and Plan of Merger (Beckman Coulter Inc), Agreement and Plan of Merger (Danaher Corp /De/)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent, and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration. Upon (A) surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates 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 be required by the instructions, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each or Book-Entry ShareShares, payable net to the holder in cash, without interest, subject to any withholding of Taxes required by applicable Law in accordance with Section 3.2(f). Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender, the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Quest Diagnostics Inc), Agreement and Plan of Merger (Celera CORP)
Procedures for Surrender. As promptly as practicable after the Effective TimeTime (and in any event, within three (3) Business Days thereafter), Parent shall will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall (if any) will pass, only upon delivery of the such Certificates to the Paying Agent, and shall will otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry SharesCertificates, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry ShareCertificates. Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. The Merger Consideration paid upon the surrender for exchange of Certificates will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall will be a condition precedent of payment that the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, and the Person requesting such payment shall will have paid any transfer and or other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall or will have established to the satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not payable. Any holder of non-certificated Shares represented by book-entry (“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. In lieu thereof, each registered holder of one (1) or more Book-Entry Shares shall automatically upon the Effective Time be paidentitled to receive, and the Surviving Corporation shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after the Effective Time (and in any event, within three (3) Business Days thereafter), the Merger Consideration payable for each such Book-Entry Share. Payment of the Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Jetblue Airways Corp), Agreement and Plan of Merger (Jetblue Airways Corp), Agreement and Plan of Merger (Spirit Airlines, Inc.)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Agent, and shall will otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. All cash paid upon the surrender for exchange of Certificates and Book-Entry Shares will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall will be a condition precedent of payment that the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, and the Person requesting such payment shall will have paid any transfer and other or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall or will have established to the satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not payable. Any other transfer or similar Taxes incurred in connection with the transactions contemplated by this Agreement will be paid by the Person required to be paidmake such payment by applicable Law. Payment of the Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without any interest accruing thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Reckitt Benckiser Group PLC), Agreement and Plan of Merger (Schiff Nutrition International, Inc.), Agreement and Plan of Merger (Reckitt Benckiser Group PLC)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the applicable Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the applicable Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the any Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Clarient, Inc)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) Certificate or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which case whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify after consultation with the Company; and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the portion of the Aggregate Merger Consideration for each Share into which the Shares formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and or such Book-Entry Shares were converted pursuant to Section 2.1(a), and the Certificates so surrendered shall forthwith be cancelled. If payment In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and Merger Consideration is to may be made issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, transfer and the Person requesting such payment shall have paid pay any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established establish to the satisfaction of the Surviving Corporation Parent that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the portion of the Aggregate Merger Consideration in into which the Shares theretofore represented by such Certificate or such Book-Entry Shares have been converted pursuant to Section 2.1(a). No interest shall be paid or accrue on any cash as contemplated by this Agreement, without interest thereonpayable upon surrender of any Certificate or Book-Entry Share.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Central Vermont Public Service Corp), Agreement and Plan of Merger (Central Vermont Public Service Corp), Agreement and Plan of Merger (Central Vermont Public Service Corp)
Procedures for Surrender. As promptly as practicable after the Effective TimeTime (and in any event, within five (5) Business Days thereafter), Parent shall will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall (if any) will pass, only upon delivery of the such Certificates to the Paying Agent, and shall will otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, and such other documents as the Paying Agent may reasonably require, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. All cash paid upon the surrender for exchange of Certificates and Book-Entry Shares will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall will be a condition precedent of payment that the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, and the Person requesting such payment shall will have paid any transfer and other or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall or will have established to the satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not required to payable. Any other transfer or similar Taxes incurred in connection with the Transactions contemplated by this Agreement will be paidpaid by Parent. Payment of the Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereoninterest.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Alaska Air Group, Inc.), Agreement and Plan of Merger (Virgin America Inc.), Agreement and Plan of Merger (Alaska Air Group, Inc.)
Procedures for Surrender. As promptly as practicable after the Effective TimeTime (and in any event, within four Business Days thereafter), Parent shall will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall (if any) will pass, only upon delivery of the such Certificates to the Paying Agent, and shall will otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry SharesCertificates, and such other documents as the Paying Agent may reasonably require, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates (for the avoidance of doubt, other than Shares to be cancelled in accordance with Section 2.1(b) and for each Book-Entry Shareother than Dissenting Shares). Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. If payment All cash paid upon the surrender for exchange of Certificates will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates. Promptly after the Merger Consideration is to be made to a Person other Effective Time and in any event not later than the Person in whose name any surrendered Certificate is registeredfourth Business Day thereafter, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required shall cause the Paying Agent to be paid. Payment issue and send to each holder of the Merger Consideration uncertificated Shares represented by book entry (“Book-Entry Shares”), other than with respect to Shares to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares, a check or wire transfer for the amount of cash that such holder is entitled to receive pursuant to Section 2.1(a) in respect of such Book-Entry Shares, without such holder being required to deliver a Certificate or an executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall only then be made to cancelled. No interest will be paid or accrued for the Person in whose name such benefit of holders of Certificates or Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive on the Merger Consideration in cash as contemplated by this Agreement, without interest thereonand the Merger Consideration will be subject to deduction for any required withholding Tax pursuant to Section 2.2(g).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thoratec Corp), Agreement and Plan of Merger (St Jude Medical Inc)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and (y) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Medical Optics Inc), Agreement and Plan of Merger (Abbott Laboratories)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Paying Exchange Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) Certificate or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which case whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 Exchange Agent, and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration issuable and payable in respect thereof, and any dividends or other distributions to which such holders are entitled pursuant to Section 2.2(c). Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration for amount of cash and the number of whole shares of Parent Common Stock (which shall be in non-certificated book-entry form unless a physical certificate is requested) into which each Share formerly represented by such Certificates and for each Book-Entry Share. Any Share was converted pursuant to Section 2.1(a) and cash in lieu of fractional shares of Parent Common Stock as set forth in Section 2.2(e), including any dividends or other distributions to which such holders are entitled pursuant to Section 2.2(c) and the Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of Until such time as the Merger Consideration is issued to or at the direction of the holder of a surrendered Certificate or Book-Entry Shares, such Parent Common Stock shall not be voted on any matter. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and Merger Consideration may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, transfer and the Person requesting such payment shall have paid pay any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established establish to the satisfaction of the Surviving Corporation Parent that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until Subject to the last sentence of Section 2.2(c), until surrendered as contemplated herebyby this Section 2.2, each Certificate or and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in into which the Shares theretofore represented by such Certificate or Book-Entry Share having been converted pursuant to Section 2.1(a). No interest shall be paid or accrue on any cash as contemplated by this Agreement, without interest thereonpayable upon surrender of any Certificate or Book-Entry Share.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agl Resources Inc), Agreement and Plan of Merger (Nicor Inc)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent but in no event later than 5 Business Days thereafter, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent the Purchaser or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentthe Purchaser, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry ShareShare and the Paying Agent shall deliver the Merger Consideration that such holder is entitled to receive within 5 Business Days. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emulex Corp /De/), Agreement and Plan of Merger (PLX Technology Inc)
Procedures for Surrender. As promptly soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Exchange Agent to mail to each Person who was, at the Effective Time, a holder of record of Company Common Stock (other than the Company Common Stock to be canceled in accordance with Section 2.1(b)), whether such shares of Company Common Stock are represented by a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by are uncertificated shares of Company Common Stock in book-entry form only (“Book-Book Entry Shares”), in each case, which Shares that were converted pursuant to Section 2.1 into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (iA) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof and, if required by Parent, an indemnity bond in accordance with Section 2.2(e)) to the Paying Agent, Exchange Agent and shall otherwise be in such form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent or the Paying Exchange Agent may reasonably specify, specify and (iiB) instructions for effecting the surrender of the Certificates (or Book-affidavits of loss in lieu thereof and, if required by Parent, an indemnity bond in accordance with Section 2.2(e)) or Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration issued and payable with respect thereto, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on Parent Common Shares in accordance with Section 2.2(f). Upon surrender of Certificates and Book-a Certificate (or an affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond in accordance with Section 2.2(e)) or Book Entry Shares Share for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a together with such letter of transmittaltransmittal duly completed and validly executed in accordance with the instructions thereto, duly executed and in proper form, with respect such other documents as may be required pursuant to such Certificates or Book-Entry Sharesinstructions, the holder of such Certificates Certificate or Book-Book Entry Shares Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II, including any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Common Shares in accordance with Section 2.2(f) for each Share share of Company Common Stock formerly represented by such Certificates and for each Book-Certificate (or affidavit or loss in lieu thereof and, if requested by Parent, an indemnity bond in accordance with Section 2.2(e)) or Book Entry Share. Any , and all Certificates and Book-Entry Shares so surrendered shall be forthwith be cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof and, if required by Parent, an indemnity bond in accordance with Section 2.2(e)) and Book Entry Shares 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. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Certificate (or affidavit or loss in lieu thereof and, if requested by Parent, an indemnity bond in accordance with Section 2.2(e)) or Book Entry Share is registered, it shall be a condition precedent of payment that (x) the Certificate (or affidavit or loss in lieu thereof and, if requested by Parent, an indemnity bond in accordance with Section 2.2(e)) or Book Entry Share so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, transfer and (y) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so (or affidavit or loss in lieu thereof and, if requested by Parent, an indemnity bond in accordance with Section 2.2(e)) or Book Entry Share surrendered and or shall have established to the satisfaction of the Surviving Corporation Parent that such Taxes Tax either have has been paid or are is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Encana Corp), Agreement and Plan of Merger (Newfield Exploration Co /De/)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which transmittal that 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 otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of such a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of such payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and (y) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of Parent and the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share, other than any Certificate or Book-Entry Share representing Shares to be cancelled or converted in accordance with Section 2.1(b) or Dissenting Shares, shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (North American Galvanizing & Coatings Inc), Agreement and Plan of Merger (Azz Inc)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or or, unless mutually agreed by Parent and the Company, non-certificated Shares represented by book-entry (“Book-Entry Shares”) not held through The Depository Trust Company (“DTC”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Agent, and shall will otherwise be in such form and have such other provisions as Parent or and the Paying Agent Company may reasonably specify, agree and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender in accordance with such instructions of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. With respect to Book-Entry Shares held through DTC, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement, the holder of record of such Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal. Upon cancellation of any Company Options or Company RSUs held by Non-Employee Holders, the holder of such Company Options or Company RSUs will be entitled to receive the Option Payment or RSU Payment for each Company Option or Company RSU, as applicable. All cash paid upon the surrender for exchange of Certificates and Book-Entry Shares or the cancellation of Company Options or Company RSUs held by Non-Employee Holders will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates, Book-Entry Shares, Company Options or Company RSUs. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall will be a condition precedent of payment that the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, and the Person requesting such payment shall will have paid any transfer and other or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall or will have established to the satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not required to be paidpayable. Payment of the Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered. Payment of the Option Payment or RSU Payment will only be made to the Person in whose name such Company Option or Company RSU was granted. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without any interest accruing thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xyratex LTD), Agreement and Plan of Merger (Seagate Technology PLC)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent but in no event later than five (5) Business Days thereafter, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent the Purchaser or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentthe Purchaser, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry ShareShare and, subject to the terms and conditions of this Agreement and the procedures provided in the letter of transmittal, the Paying Agent shall deliver the Merger Consideration that such holder is entitled to receive within five (5) Business Days. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corning Inc /Ny), Agreement and Plan of Merger (Alliance Fiber Optic Products Inc)
Procedures for Surrender. As promptly as practicable Promptly after the Effective Time, Parent Community shall cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding Kinderhook Common Shares or Kinderhook Preferred Shares (the “Kinderhook Certificates”) or non-non certificated Kinderhook Common Shares or Kinderhook Preferred Shares represented by book-entry (“Book-Entry Shares”), in each case, which ) and whose Kinderhook Common Shares or Kinderhook Preferred Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration at (other than with respect to Kinderhook Restricted Shares), the Effective Time pursuant to this Agreement: Series A Consideration or the Series C Consideration, as applicable, (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Kinderhook Certificates shall pass, only upon delivery of the Kinderhook Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, Agent and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent Community may reasonably specify, specify and (ii) instructions for effecting the surrender of the Kinderhook Certificates (or Book-affidavits of loss in lieu thereof) or Book Entry Shares in exchange for payment of the Merger Consideration, the Series A Consideration or the Series C Consideration, as applicable, into which such Kinderhook Shares have been converted pursuant to Section 2.1. Upon surrender of Certificates and a Kinderhook Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Shares Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentCommunity, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect such other documents as may be required pursuant to such Certificates or Book-Entry Sharesinstructions, the holder of such Kinderhook Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, in the case of Kinderhook Common Shares, the applicable Merger Consideration pursuant to the provisions of this Article 2 for each Kinderhook Common Share formerly represented by such Kinderhook Certificate or Book-Entry Share, and in the case of Kinderhook Preferred Shares, the Series A Consideration or the Series C Consideration, as applicable, for each Kinderhook Preferred Share formerly represented by such Kinderhook Certificate or Book-Entry Share, in each case, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) Business Days following the Paying Agent’s receipt of such Kinderhook Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Kinderhook Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Kinderhook Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled upon compliance with such reasonable terms and conditions as the Paying Agent may impose to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelledeffect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration, the Series A Consideration or the Series C Consideration, as applicable, is to be made to a Person other than the Person in whose name any the surrendered Kinderhook Certificate is registered, it shall be a condition precedent of payment that (A) the Kinderhook Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration, the Series A Consideration or the Series C Consideration, as applicable, to a Person other than the registered holder of the Kinderhook Certificate so surrendered and or shall have established to the satisfaction of the Surviving Corporation Community that such Taxes Tax either have has been paid or are is not required to be paid. Payment of the applicable Merger Consideration, Series A Consideration or Series C Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 2.2, each Kinderhook Certificate or and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration, Series A Consideration in cash or Series C Consideration, as applicable, as contemplated by this Agreement, without interest thereonArticle 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Community Bank System, Inc.), Agreement and Plan of Merger
Procedures for Surrender. As promptly as practicable after (i) Promptly following the Effective Time, Parent the Surviving Company shall cause the Paying Agent to mail (and make available for collection by hand) to each Person who was, immediately prior to the Effective Time, a registered holder of record Shares (other than Excluded Shares and Dissenting Shares) entitled to receive the Per Share Merger Consideration pursuant to Section 3.01(a): (x) a letter of transmittal (which shall be in customary form for a certificate or company incorporated in the Cayman Islands, and shall specify the manner in which the delivery of the Per Share Merger Consideration to registered holders of Shares shall be effected), and (y) instructions for use in effecting the surrender of any issued share certificates that represented representing Shares (the “Share Certificates”) (or affidavits and indemnities of loss in lieu of the Share Certificates as provided in Section 3.02(e)) or non-certificated Shares represented by book-book entry (“Book-Entry Uncertificated Shares”), in each case, which Shares were converted into the right ) and/or such other documents as may be required to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Per Share Merger Consideration. Upon surrender of, if applicable, a Share Certificate (or affidavit and indemnity of Certificates and Book-Entry Shares loss in lieu of the Share Certificate as provided in Section 3.02(e)) for cancellation or Uncertificated Shares and/or such other documents as may be required pursuant to such instructions to the Paying Agent or to in accordance with the terms of such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper formaccordance with the instructions thereto, with respect to such Certificates or Book-Entry Shares, the each registered holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Per Share Merger Consideration for each payable in respect of such Shares, and the Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it No interest shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed paid or shall be otherwise in proper form for transfer, and accrue on the Person requesting such payment shall have paid cash payable upon the cancellation of any Shares or the surrender or transfer and other similar Taxes required by reason of the payment of the Merger Consideration any Share Certificates pursuant to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereonArticle III.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BlueCity Holdings LTD), Agreement and Plan of Merger (Ma Baoli)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent or the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent Parent, the Surviving Corporation or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentParent or the Surviving Corporation, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Any other transfer Taxes incurred in connection with the transactions contemplated by this Agreement shall be paid by Parent. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Complete Genomics Inc), Agreement and Plan of Merger (Complete Genomics Inc)
Procedures for Surrender. As promptly as practicable Promptly after the Effective TimeTime (but in no event later than three (3) business days), Parent shall, and shall cause the Surviving Corporation to, cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which ) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 (or affidavits of loss in lieu thereof) to the Paying Agent, Agent and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Shares Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentParent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect such other documents as may be required pursuant to such Certificates or Book-Entry Sharesinstructions, the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificates and for each Certificate or Book-Entry Share, to be mailed within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. Any The Paying Agent shall accept such Certificates and (or affidavits of loss in lieu thereof) or Book-Entry Shares so surrendered shall forthwith be cancelledupon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established to the satisfaction of the Surviving Corporation Parent that such Taxes Tax either have has been paid or are is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this AgreementSection 2.2, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (Temple Inland Inc)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Common Shares (the “Certificates”) or non-certificated Common Shares represented by book-entry (“Book-Entry Shares”), in each case, which Common Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Common Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the any Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dreams Inc), Agreement and Plan of Merger (Dreams Inc)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent but in no event later than 5 Business Days thereafter, the Surviving Corporation shall cause the Paying Exchange Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 Exchange Agent, and shall otherwise be in such form and have such other provisions as Parent the Purchaser or the Paying Exchange Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parentthe Purchaser, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry ShareShare and the Exchange Agent shall deliver the Merger Consideration that such holder is entitled to receive within 5 Business Days. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Integrated Device Technology Inc), Agreement and Plan of Merger (PLX Technology Inc)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent or the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent or and the Paying Agent Company may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentParent or the Surviving Corporation, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest. Each Non-Employee Holder entitled to an Option Payment in accordance with Section 2.4 shall be entitled to receive such cash amount upon delivery of a properly completed letter of transmittal, which shall be provided to the Non-Employee Holders of Company Options at the same time letters of transmittal are provided to holders of Certificates and Book-Entry Shares. No interest thereonshall be paid or will accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.), Agreement and Plan of Merger (Salix Pharmaceuticals LTD)
Procedures for Surrender. As promptly as practicable after the Effective TimeTime and in any event not later than the third Business Day thereafter, Parent shall cause the Paying Agent to mail to each holder of record of a certificate Certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which case whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 (or affidavits of loss in lieu thereof in accordance with Section 2.02(e)) to the Paying Agent, and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify after consultation with the Company; and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares (or affidavits of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger portion of the Aggregate Common Stock Consideration for each Share into which the Shares formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and or such Book-Entry Shares were converted pursuant to Section 2.01(a)(i) (less any required Tax withholdings as provided in Section 2.04), and the Certificates so surrendered shall forthwith be cancelled. If payment In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and Merger Consideration is to may be made issued to a Person person other than the Person person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, transfer and the Person person requesting such payment shall have paid pay to the Paying Agent any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate so surrendered and or shall have established establish to the satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each No interest shall be paid or accrue on any cash payable upon surrender of any Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (or affidavits of loss in cash as contemplated by this Agreement, without interest thereonlieu thereof in accordance with Section 2.02(e)).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Midamerican Energy Holdings Co /New/), Agreement and Plan of Merger (Nv Energy, Inc.)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent the Purchaser or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentthe Purchaser, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interclick, Inc.), Agreement and Plan of Merger (Yahoo Inc)
Procedures for Surrender. As promptly as practicable after the Effective Time (but in no event later than the second Business Day following the Effective Time), Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Certificate whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon delivery of the Certificates Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e) to the Paying Agent, ) and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify after consultation with the Company and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares Certificate in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares a Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry SharesCertificate, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor the Merger portion of the Aggregate Common Stock Consideration for each Share into which the Shares formerly represented by such Certificates Certificate were converted pursuant to Section 2.01 (less any required Tax withholdings as provided in Section 2.05), and for each Book-Entry Share. Any Certificates and Book-Entry Shares the Certificate so surrendered shall forthwith be cancelledcanceled. If In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of may be made and the Merger Consideration is to may be made issued to a Person person other than the Person person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, and the Person person requesting such payment shall have paid pay to the Paying Agent any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate so surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person person in whose name such Book-Entry Shares are registered and shall be made promptly following the Effective Time without any action on the part of the person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each No interest shall be paid or accrue on any portion of the Merger Consideration payable upon surrender of any Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereonShare.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (West Marine Inc)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Paying Payment Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) Certificate or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which case whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 Payment Agent, and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specifyspecify and as reasonably approved by the Company prior to the Effective Time, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Payment Agent or to such other agent or agents as may be appointed by ParentParent (or an affidavit of loss in lieu thereof and in compliance with paragraph (f) below), and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, and such other documents as may reasonably be required by the Payment Agent, and subject to any withholding as provided in paragraph (e) below, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration for amount of cash into which each Share formerly represented by such Certificates and for each Book-Entry Share. Any Share was converted pursuant to Section 2.1(a), and the Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If In the event of a transfer of ownership of Common Stock that is not registered in the transfer records of the Company, payment of the Merger Consideration is to may be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, transfer and the Person requesting such payment shall have paid pay any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established establish to the satisfaction of the Surviving Corporation Parent that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in into which the Shares theretofore represented by such Certificate or Book-Entry Share having been converted pursuant to Section 2.1(a). No interest shall be paid or accrue on any cash as contemplated by this Agreement, without interest thereonpayable upon surrender of any Certificate or Book-Entry Share.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Micronetics Inc), Agreement and Plan of Merger (Mercury Computer Systems Inc)
Procedures for Surrender. As promptly as practicable after following the Effective TimeTime and in any event not later than the third (3rd) business day thereafter, Parent the Surviving Corporation shall cause the Paying Agent to mail (or to make available for collection by hand) to each holder of record of a certificate Certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Share that immediately prior to the Effective Time represented outstanding Company Shares and whose shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: Section 3.1, (ix) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, Agent and which shall otherwise be in such the form and have such other provisions as Parent or and the Paying Agent Company may reasonably specify, and (iiy) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment the applicable merger consideration into which the number of the Merger Consideration. Upon surrender of Certificates and Book-Entry Company Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed previously represented by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall have been converted pursuant to this Agreement (which instructions shall provide that, at the election of the surrendering holder, (1) Certificates or Book-Entry Shares may be entitled to receive surrendered by hand delivery or otherwise or (2) the Merger Consideration for each Share formerly represented in exchange therefor may be collected by such Certificates and for each Book-Entry Sharehand by the surrendering holder or by wire transfer to the surrendering holder). Any Certificates and In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered are registered if such Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, transfer or such Book-Entry Shares shall be properly transferred and the Person person requesting such payment issuance shall have paid pay any transfer and or other similar Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after Shares or establish to the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereonsatisfaction of Parent that such Tax has been paid or is not applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (Fairchild Semiconductor International Inc)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, 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 otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and (y) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Monterey Gourmet Foods), Agreement and Plan of Merger (Pulmuone Cornerstone Corp)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry SharesCertificates, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Shareless any withholding of Taxes required by applicable Law in accordance with Section 2.2(e). Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ASP GT Holding Corp.), Agreement and Plan of Merger (Gentek Inc)
Procedures for Surrender. As promptly as practicable after following the date hereof, the Exchange Agent shall send to each Stockholder of record holder of Shares at the Effective Time, Parent shall cause a letter of transmittal in such form reasonably satisfactory to the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares Company (the “CertificatesLetter of Transmittal”) or non-certificated Shares represented by book-entry and instructions for completing, executing and delivering (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that the 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 shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender transfer of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent), and upon delivery of a letter of transmittal, duly executed and any other customary documents that the Exchange Agent may reasonably require for use in proper form, with respect such exchange or in connection therewith. Each Equityholder’s Shares that have been converted into the right to such Certificates or Book-Entry Shares, receive the holder of such Certificates or Book-Entry Shares applicable Merger Consideration shall be entitled to receive the such Equityholder’s respective Merger Consideration for each Share formerly (as determined in accordance with the Final Consideration Spreadsheet) into which such Shares have been converted pursuant to Section 3.01(b) in respect of the Company Common Stock represented by a Certificate or Book-Entry Share, and any cash in lieu of fractional shares which the Stockholder has the right to receive pursuant to Section 3.01(e), upon: (i) surrender to the Exchange Agent of a Certificate; or (ii) receipt of an “agent’s message” by the Exchange Agent (or such Certificates other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares; in each case, together with a duly completed and for each validly executed Letter of Transmittal and such other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the surrender or transfer of any Book-Entry Share. Any Certificates and Upon payment of the Merger Consideration pursuant to the provisions of this Article III, each Book-Entry Share or Book-Entry Shares so surrendered or transferred, as the case may be, shall forthwith immediately be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, cancelled and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry cancelled Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only retain the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon(to the extent not issued or paid with respect to such Book-Entry Share or Book-Entry Shares on the Closing Date).
Appears in 1 contract
Samples: Agreement and Plan of Merger (VistaGen Therapeutics, Inc.)
Procedures for Surrender. As promptly soon as reasonably practicable after the Effective Timedate hereof, Parent the Company shall, or shall cause the Paying Exchange Agent to to, mail to each holder of record of a certificate or certificates that represented representing outstanding Shares (taking into account the Intermediate Holdings Reorganization) (the “Certificates,” and such holders, the “Company Stockholders”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: ): (i) a letter of transmittal, substantially in the form of Exhibit A hereto (the “Letter of Transmittal”) which shall specify that delivery shall be effected, includes an investor questionnaire and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and shall otherwise be in representations regarding such form and have such other provisions as Parent or the Paying Agent may reasonably specify, Company Stockholder’s “accredited investor” status and (ii) instructions in customary form for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration, including any amount payable in respect of Fractional Share Consideration or any dividends or other distributions on the Parent Shares in accordance with Section 2.2(e). Upon surrender of Certificates and Book-Entry Shares (or affidavits of loss in lieu thereof) for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates (or Book-Entry Sharesaffidavits of loss in lieu thereof), together with any other documentation expressly required by its terms to be provided in connection with the Letter of Transmittal, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration pursuant to the provisions and subject to the terms and conditions of this Article 2, including any amount payable in respect of Fractional Share Consideration or any dividends or other distributions on the Parent Shares in accordance with Section 2.2(e), for each Share formerly represented by such Certificates and for each Book-Entry Share(or affidavits of loss in lieu thereof). Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. All Merger Consideration, Fractional Share Consideration or other amounts due pursuant to Section 2.2(e), paid upon the surrender for exchange of Certificates (or affidavits of loss in lieu thereof) will be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall will be a condition precedent of payment that the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, and the Person requesting such payment shall will have paid any transfer and other or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall or will have established to the satisfaction of the Surviving Corporation Exchange Agent that such Taxes either have been paid or are not required to payable. Any other transfer or similar Taxes incurred in connection with the Initial Merger will be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registeredpaid by Parent. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall (other than Shares cancelled pursuant to Section 2.1(b)) will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash or the amount determined pursuant to Section 2.3, as contemplated by this Agreementapplicable, without interest thereoninterest. The Exchange Agent shall provide the Company and Parent with a copy of each completed Letter of Transmittal it receives prior to or as of the Effective Time.
Appears in 1 contract
Procedures for Surrender. As promptly as practicable after the Effective TimeTime and in any event not later than the second Business Day thereafter, Parent shall cause the Paying Agent to mail to each holder of record of a certificate Certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which case whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 (or affidavits of loss in lieu thereof in accordance with Section 2.02(e)) to the Paying Agent, and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify after consultation with the Company; and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares (or affidavits of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger portion of the Aggregate Common Stock Consideration for each Share into which the Shares formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and or such Book-Entry Shares were converted pursuant to Section 2.01(a)(i) (less any required Tax withholdings as provided in Section 2.05), and the Certificates so surrendered shall forthwith be cancelled. If payment In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and Merger Consideration is to may be made issued to a Person person other than the Person person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, and the Person person requesting such payment shall have paid pay to the Paying Agent any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate so surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each No interest shall be paid or accrue on any portion of the Merger Consideration payable upon surrender of any Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (or affidavits of loss in cash as contemplated by this Agreement, without interest thereonlieu thereof in accordance with Section 2.02(e)).
Appears in 1 contract
Procedures for Surrender. As promptly as practicable after the Effective TimeTime (and in any event, within three (3) Business Days thereafter), Parent shall will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall (if any) will pass, only upon delivery of the such Certificates to the Paying Agent, and shall will otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry SharesCertificates, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry ShareCertificates. Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. The Merger Consideration paid upon the surrender for exchange of Certificates will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall will be a condition precedent of payment that the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, and the Person requesting such payment shall will have paid any transfer and or other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall or will have established to the satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not required to be paidpayable. Payment Any holder of the Merger Consideration with respect to Booknon-Entry certificated Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.represented
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spirit Airlines, Inc.)
Procedures for Surrender. As promptly as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentParent in accordance with the agreement between Parent and Paying Agent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry SharesCertificates, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry ShareCertificates. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 1 contract
Procedures for Surrender. As promptly soon as reasonably practicable after the Effective Time, Parent shall, and shall cause the Paying Surviving Company to, cause the Exchange Agent to mail to each holder of record of a certificate Certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Share as of the Effective Time and whose Company Shares were converted exchanged pursuant to Section 2.1 into the right to receive the Per Share Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon delivery of the Certificates Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share, as applicable, to the Paying Agent, Exchange Agent and shall otherwise be in such customary form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Shares Share in exchange for payment of the Per Share Merger ConsiderationConsideration pursuant to Section 2.1, and (iii) a declaration and/or Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) in which the beneficial owner of a Company Share provides certain information necessary for Parent or the Exchange Agent or the Information Agent, as applicable, to determine whether any amounts need to be withheld from the consideration payable to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained, the Code, or any provision of applicable Law). Upon Subject to the Withholding Tax Ruling, upon surrender of Certificates and a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Shares Share for cancellation to the Paying Agent Exchange Agent, together with such letter of transmittal and declaration for Tax withholding purposes and/or a Valid Tax Certificate (or to such other agent or agents forms as may be appointed by Parentare required under any applicable Tax Law), and upon delivery of a letter of transmittalin each case, duly completed and validly executed and in proper formaccordance with the respective instructions thereto, with respect Parent shall pay or cause the Exchange Agent to pay to the holder of such Certificates Certificate or Book-Entry Shares, Share in exchange therefor the holder of such Certificates or Book-Entry Shares shall be entitled to receive the applicable Per Share Merger Consideration pursuant to the provisions of this Article II for each Company Share formerly represented by such Certificates and for each Certificate or Book-Entry Share. Any Certificates and , promptly (subject to the delay of up to three hundred sixty-five days contemplated by Section 2.4) following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Shares Share and Valid Tax Certificate, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith be cancelled. The Exchange Agent shall accept such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share 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. If payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established to the satisfaction of the Surviving Corporation Company that such Taxes Tax either have has been paid or are is not required to be paid. Payment of the applicable Per Share Merger Consideration with respect to a Book-Entry Shares Share shall only be made to the Person in whose name such Book-Entry Shares are Share is registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Per Share Merger Consideration in cash as contemplated by this AgreementArticle II, without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mellanox Technologies, Ltd.)
Procedures for Surrender. As promptly as practicable Promptly after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated certificate Shares represented by book-entry (“Book-Entry Shares”), in each case, which ) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, 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, Agent and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, ) and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and a Certificate or Book-Entry Shares Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a together with such letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Sharesexecuted, the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificates and for each Certificate or Book-Entry Share. Any Certificates Share and Book-Entry Shares the Certificate so surrendered or book-entry shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established to the satisfaction of the Surviving Corporation that such Taxes Tax either have has been paid or are is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this AgreementSection 2.2, without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Consulting Group Inc)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-book entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Agent, and shall will otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. All cash paid upon the surrender for exchange of Certificates and Book-Entry Shares will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall will be a condition precedent of payment that the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, and the Person requesting such payment shall will have paid any transfer and other or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall or will have established to the satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not payable. Any other transfer or similar Taxes incurred in connection with the transactions contemplated by this Agreement will be paid by the Person required to be paidmake such payment by applicable Law. Payment of the Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without any interest accruing thereon.
Appears in 1 contract
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent and in any event within three Business Days after the Closing Date, Acquiror shall cause the Paying Agent to mail to each holder of record of a certificate Certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which case whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent or Acquiror and the Paying Agent Company reasonably may reasonably specify, agree; and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAcquiror, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration for each Share amount into which the Shares formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and or such Book-Entry Shares were converted pursuant to Section 2.1(a), and the Certificates so surrendered shall forthwith be cancelled. If payment In the event of a transfer of ownership of Company Common Shares that has not been registered in the transfer records of the Company, Merger Consideration is to may be made paid to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be was registered, if the Certificate representing such Company Common Shares is properly endorsed or shall be otherwise is in proper form for transfer (or, in the case of Book-Entry Shares, proper evidence of such transfer), and the Person requesting such payment shall have paid pay any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Acquiror that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 2.3, each Certificate or and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the portion of the Aggregate Merger Consideration in into which the Shares theretofore represented by such Certificate or such Book-Entry Shares have been converted pursuant to Section 2.1(a). No interest shall be paid or accrue on any cash as contemplated by this Agreement, without interest thereonpayable upon surrender of any Certificate or Book-Entry Share.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Robbins & Myers, Inc.)
Procedures for Surrender. As promptly as practicable Promptly after the Effective TimeTime (but in no event later than two (2) business days), Parent shall, and shall cause the Surviving Corporation to, cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which ) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 (or affidavits of loss in lieu thereof) to the Paying Agent, Agent and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Shares Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentParent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect such other documents as may be required pursuant to such Certificates or Book-Entry Sharesinstructions, the holder of such Certificates Certificate or Book-Entry Shares Share shall be 31344360_15 entitled to receive in exchange therefor the applicable Merger Consideration Consideration, without interest, for each Share formerly represented by such Certificates and for each Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. Any The Paying Agent shall accept such Certificates and (or affidavits of loss in lieu thereof) or Book-Entry Shares so surrendered shall forthwith be cancelledupon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established to the satisfaction of the Surviving Corporation that such Taxes Tax either have has been paid or are is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this AgreementSection 2.2, without interest thereon.
Appears in 1 contract
Procedures for Surrender. As promptly as practicable after the Effective Time, and in any event within three (3) Business Days after the Closing Date, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) Certificate or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which case whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify after consultation with the Company; and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the portion of the Aggregate Merger Consideration for each Share into which the Shares formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and or such Book-Entry Shares were converted pursuant to Section 2.1(a), and the Certificates so surrendered shall forthwith be cancelled. If payment In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and Merger Consideration is to may be made issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, transfer and the Person requesting such payment shall have paid pay any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established establish to the satisfaction of the Surviving Corporation Parent that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the portion of the Aggregate Merger Consideration in into which the Shares theretofore represented by such Certificate or such Book-Entry Shares have been converted pursuant to Section 2.1(a). No interest shall be paid or accrue on any cash as contemplated by this Agreement, without interest thereonpayable upon surrender of any Certificate or Book-Entry Share.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent the Purchaser or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentthe Purchaser, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Traffic Network, Inc.)
Procedures for Surrender. As promptly as practicable after the Effective TimeClosing and in any event not later than the second (2nd) Business Day thereafter, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Certificate whose Shares (the “Certificates”other than Shares of Restricted Stock) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittaltransmittal in customary form, 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 Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) to the Paying Agent, and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, subject to the reasonable consent of the Company; and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares a Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry SharesCertificate and such other documents as may be customarily required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor the Merger portion of the Aggregate Common Stock Consideration for each Share into which the Shares formerly represented by such Certificates Certificate were converted pursuant to Section 2.01(a)(i) (less any required Tax withholdings as provided in Section 2.05), and for each Book-Entry Share. Any Certificates and Book-Entry Shares the Certificate so surrendered shall forthwith be cancelled. If payment In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made and Merger Consideration is to may be made issued to a Person person other than the Person person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, transfer and the Person person requesting such payment shall have paid pay to the Paying Agent any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate so surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not required to be paid. Payment Each registered holder of a Book-Entry Share shall automatically upon the Effective Time be entitled to receive the Merger Consideration, and Parent shall cause payment of the Merger Consideration with respect to Book-Entry Shares shall only (less any required Tax withholdings as provided in Section 2.05) to be made to the Person person in whose name such Book-Entry Shares are registered promptly following the Effective Time (but in no event more than two (2) Business Days thereafter) without any action on the part of the person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each No interest shall be paid or accrue on any portion of the Merger Consideration payable upon surrender of any Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) or in respect of any Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereonShare.
Appears in 1 contract
Procedures for Surrender. As promptly as practicable after the Effective TimeTime and in any event not later than the second Business Day thereafter, Parent shall cause the Paying Agent to mail to each holder of record of a certificate Certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which case whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 (or affidavits of loss in lieu thereof in accordance with Section 2.02(e)) to the Paying Agent, and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify after consultation with the Company; and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares (or affidavits of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, if applicable, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the registered holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the portion of the Aggregate Merger Consideration for each Share into which the Shares formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and or such Book-Entry Shares were converted pursuant to Section 2.01(a)(i), and any Certificates so surrendered shall forthwith be cancelled. If payment In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and Merger Consideration is to may be made issued to a Person person other than the Person person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, transfer and the Person person requesting such payment shall have paid either pay to the Paying Agent any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate so surrendered and surrendered, or shall have established establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each No interest shall be paid or accrue on any portion of the Merger Consideration payable upon surrender of any Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (or affidavits of loss in cash as contemplated by this Agreement, without interest thereonlieu thereof in accordance with Section 2.02(e)).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Meadowbrook Insurance Group Inc)
Procedures for Surrender. As promptly as practicable Promptly after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which ) and whose Shares were converted pursuant to Section 1.07 into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, 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, Agent and shall otherwise be in such form and have such other provisions as Parent or mutually agreed by the Paying Agent may reasonably specify, Company and Parent) and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and a Certificate or Book-Entry Shares Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentParent (i.e. the stock transfer agent of the Parent being Signature Stock Transfer, and upon delivery of a Inc., 0000 Xxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxx, 75093), together with such letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Sharesexecuted, the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive promptly in exchange therefor the Merger Consideration for each Share formerly represented by such Certificates Certificate and for each Book-Entry Share. Any Certificates Share and Book-Entry Shares the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established to the satisfaction of the Surviving Corporation that such Taxes tax either have has been paid or are is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 1.08, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this AgreementSection 1.08, without interest thereon. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Merger Consideration for Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Trustcash Holdings, Inc.)
Procedures for Surrender. As promptly as practicable Promptly after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, cause the Paying Agent to mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated certificate Shares represented by book-entry (“Book-Entry Shares”), in each case, which ) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 (or affidavits of loss together with any required indemnity) or Book-Entry Shares to the Paying Agent, Agent and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss together with any required indemnity) or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and a Certificate (or an affidavit of loss together with any required indemnity) or Book-Entry Shares Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentParent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect such other documents as may be required pursuant to such Certificates or Book-Entry Sharesinstructions, the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificates and for each Certificate or Book-Entry Share, to be mailed as promptly as practicable following the Paying Agent’s receipt of such Certificate (or affidavit of loss together with any required indemnity) or Book-Entry Share (together with such duly completed and validly executed letter of transmittal and such other required documents), and the Certificate (or affidavit of loss together with any required indemnity) or Book-Entry Share so surrendered shall be forthwith cancelled. Any The Paying Agent shall accept such Certificates and (or affidavits of loss together with any required indemnity) or Book-Entry Shares so surrendered shall forthwith be cancelledupon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established to the satisfaction of the Surviving Corporation that such Taxes Tax either have has been paid or are is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this AgreementSection 2.2, without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cougar Biotechnology, Inc.)
Procedures for Surrender. As promptly soon as reasonably practicable after the Effective Time, Parent shall, and shall cause the Paying Surviving Company to, cause the Exchange Agent to mail to each holder of record of a certificate Certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Share as of the Effective Time and whose Company Shares were converted exchanged pursuant to Section 2.1 into the right to receive the Per Share Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon delivery of the Certificates Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share, as applicable, to the Paying Agent, Exchange Agent and shall otherwise be in such customary form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Shares Share in exchange for payment of the Per Share Merger ConsiderationConsideration pursuant to Section 2.1, and (iii) a declaration and/or Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) in which the beneficial owner (and, if the beneficial owner is not the registered owner, the registered owner) of a Company Share provides certain information necessary for Parent or the Exchange Agent or the Information Agent, as applicable, to determine whether any amounts need to be withheld from the consideration payable to such beneficial owner (and, if the beneficial owner is not the registered owner, the registered owner) hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained, the Code, or any provision of applicable Law). Upon Subject to the Withholding Tax Ruling, upon surrender of Certificates and a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Shares Share for cancellation to the Paying Agent Exchange Agent, together with such letter of transmittal and declaration for Tax withholding purposes and/or a Valid Tax Certificate (or to such other agent or agents forms as may be appointed by Parentare required under any applicable Tax Law), and upon delivery of a letter of transmittalin each case, duly completed and validly executed and in proper formaccordance with the respective instructions thereto, with respect Parent shall pay or cause the Exchange Agent to pay to the holder of such Certificates Certificate or Book-Entry Shares, Share in exchange therefor the holder of such Certificates or Book-Entry Shares shall be entitled to receive the applicable Per Share Merger Consideration pursuant to the provisions of this Article II for each Company Share formerly represented by such Certificates and for each Certificate or Book-Entry Share. Any Certificates , promptly (subject to the delay of up to one hundred and eighty (180) days contemplated by Section 2.4) following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Shares Share and Valid Tax Certificate, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith be cancelled. The Exchange Agent shall accept such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share 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. If payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established to the satisfaction of the Surviving Corporation Company that such Taxes Tax either have has been paid or are is not required to be paid. Payment of the applicable Per Share Merger Consideration with respect to a Book-Entry Shares Share shall only be made to the Person in whose name such Book-Entry Shares are Share is registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Per Share Merger Consideration in cash as contemplated by this AgreementArticle II, without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tower Semiconductor LTD)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that formerly represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry SharesCertificates, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry ShareCertificates. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Microfluidics International Corp)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares, as the case may be, to the Paying Agent, and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and or transfer of Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or an “agent’s message in the case of a book entry transfer of Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 1 contract
Procedures for Surrender. As promptly as practicable after the Effective Time (but in no event later than the third Business Day following the Effective Time), Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Certificate whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a customary letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon delivery of the Certificates Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e) to the Paying Agent, ) and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify after consultation with the Company and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares Certificate in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares a Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, and upon delivery of a such letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry SharesCertificate, and such other documentation as may be reasonably required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor the Merger portion of the Aggregate Common Stock Consideration for each Share into which the Shares formerly represented by such Certificates Certificate were converted pursuant to Section 2.01 (less any required Tax withholdings as provided in Section 2.05), and for each Book-Entry Share. Any Certificates and Book-Entry Shares the Certificate so surrendered shall forthwith be cancelledcanceled. If In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of may be made and the Merger Consideration is to may be made issued to a Person person other than the Person person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, and the Person person requesting such payment shall have paid pay to the Paying Agent any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate so surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not required to be paidpaid and shall deliver such other documentation as may be reasonably required by the Paying Agent. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person person in whose name such Book-Entry Shares are registered and shall be made promptly following the Effective Time without any action on the part of the person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each No interest shall be paid or accrue on any portion of the Merger Consideration payable upon surrender of any Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereonShare.
Appears in 1 contract
Procedures for Surrender. As promptly as practicable after the Effective Time (but in no event later than the second Business Day following the Effective Time), Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Certificate whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon delivery of the Certificates Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e) to the Paying Agent, ) and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify after consultation with the Company and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares Certificate in exchange for payment of the Merger ConsiderationConsideration with respect to each Share evidenced thereby. Upon surrender of Certificates and Book-Entry Shares a Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry SharesCertificate, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share amount of cash into which the Shares formerly represented by such Certificates Certificate were converted pursuant to Section 2.01(a)(i) (less any required Tax withholdings as provided in Section 2.05), and for each Book-Entry Share. Any Certificates and Book-Entry Shares the Certificate so surrendered shall forthwith be cancelledcanceled. If payment In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Merger Consideration is to Company, payment may be made to a Person person other than the Person person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, and the Person person requesting such payment shall have paid pay to the Paying Agent any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate so surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person person in whose name such Book-Entry Shares are registered and shall be made promptly following the Effective Time without any action on the part of the person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each No interest shall be paid or accrue on any portion of the Merger Consideration payable upon surrender of any Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereonShare.
Appears in 1 contract
Procedures for Surrender. As promptly as practicable after the Effective TimeTime (and in any event, within three (3) Business Days thereafter), Parent shall will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall (if any) will pass, only upon delivery of the such Certificates to the Paying Agent, and shall will otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentXxxxxx, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry SharesCertificates, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry ShareCertificates. Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. The Merger Consideration paid upon the surrender for exchange of Certificates will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall will be a condition precedent of payment that the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, and the Person requesting such payment shall will have paid any transfer and or other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall or will have established to the satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not payable. Any holder of non-certificated Shares represented by book-entry (“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. In lieu thereof, each registered holder of one (1) or more Book-Entry Shares shall automatically upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other evidence, if any, as the Paying Agent may reasonably require), be paidentitled to receive, and the Surviving Corporation shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after the Effective Time (and in any event, within three (3) Business Days thereafter), the Merger Consideration payable for each such Book-Entry Share. Payment of the Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alaska Air Group, Inc.)
Procedures for Surrender. As promptly as practicable after the Effective TimeClosing and in any event not later than the third (3rd) Business Day thereafter, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Certificate whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittaltransmittal in customary form, 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 Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) to the Paying Agent, and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, subject to the reasonable consent of the Company; and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares a Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry SharesCertificate and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor the Merger portion of the Aggregate Common Stock Consideration for each Share into which the Shares formerly represented by such Certificates Certificate were converted pursuant to Section 2.01(a)(i) (less any required Tax withholdings as provided in Section 2.05), and for each Book-Entry Share. Any Certificates and Book-Entry Shares the Certificate so surrendered shall forthwith be cancelled. If payment In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made and Merger Consideration is to may be made issued to a Person person other than the Person person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, transfer and the Person person requesting such payment shall have paid pay to the Paying Agent any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate so surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not required to be paid. Payment Notwithstanding anything to the contrary in this Agreement, any holder of the Merger Consideration with respect to Book-Entry Shares shall only not be made required to deliver a Certificate or an executed letter of transmittal to the Person in whose name Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 2.01(a)(i). In lieu thereof, each holder of record of one or more Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only whose Shares were converted into the right to receive the Merger Consideration shall, upon receipt by the Paying Agent of an “agent’s message” in cash customary form (or such other customary evidence, if any, as contemplated by this Agreementthe Paying Agent may reasonably request), without be entitled to receive, and Parent shall cause the Paying Agent to exchange and deliver as promptly as reasonably practicable after the Effective Time (but in no event more than two (2) Business Days thereafter), the Merger Consideration in respect of each such Share (less any required Tax withholdings as provided in Section 2.05), and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest thereonshall be paid or accrue on any portion of the Merger Consideration payable upon surrender of any Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) or in respect of any Book-Entry Share.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diplomat Pharmacy, Inc.)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Agent, and shall will otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. All cash paid upon the surrender for exchange of Certificates and Book-Entry Shares will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall will be a condition precedent of payment that the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, and the Person requesting such payment shall will have paid any transfer and other or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall or will have established to the satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not payable. Any other transfer or similar Taxes incurred in connection with the transactions contemplated by this Agreement will be paid by the Person required to be paidmake such payment by applicable Law. Payment of the Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without any interest accruing thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Schiff Nutrition International, Inc.)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Agent, and shall will otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. All cash paid upon the surrender for exchange of Certificates and Book-Entry Shares will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall will be a condition precedent of payment that the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, and the Person requesting such payment shall will have paid any transfer and other or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall or will have established to the satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not payable. Any other transfer or similar Taxes 13 incurred in connection with the transactions contemplated by this Agreement will be paid by the Person required to be paidmake such payment by applicable Law. Payment of the Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without any interest accruing thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Procedures for Surrender. As promptly as practicable after the Effective TimeTime and in any event not later than the third (3rd) Business Day thereafter, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Certificate whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittaltransmittal in customary form, 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 Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) to the Paying Agent), and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, subject to the reasonable consent of the Company; and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares a Certificate (or affidavit of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry SharesCertificate, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor the Merger portion of the Aggregate Common Stock Consideration for each Share into which the Shares formerly represented by such Certificates Certificate were converted pursuant to Section 2.01(a)(i) (less any required Tax withholdings as provided in Section 2.05), and for each Book-Entry Share. Any Certificates and Book-Entry Shares the Certificate so surrendered shall forthwith be cancelled. If payment In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made and Merger Consideration is to may be made issued to a Person person other than the Person person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, transfer and the Person person requesting such payment shall have paid pay to the Paying Agent any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate so surrendered and or shall have established establish to the reasonable satisfaction of Parent and the Surviving Corporation Paying Agent that such Taxes either have been paid or are not required to be paid. Payment Each registered holder of one or more Book-Entry Shares whose Shares were converted into the right to receive the Merger Consideration shall, without further action (except, in the case of Shares held via a depository, upon receipt by the Paying Agent of any customary transmission or materials required by the Paying Agent), be entitled to receive the Merger Consideration, and Parent shall cause the Paying Agent to pay and deliver, promptly following the Effective Time (but in no event more than two (2) Business Days thereafter), payment of the Merger Consideration with respect to Book-Entry Shares shall only (less any required Tax withholdings as provided in Section 2.05) to be made to the Person person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share No interest shall be deemed at paid or accrue on any time after the Effective Time to represent only the right to receive portion of the Merger Consideration payable upon surrender of any Certificate (or affidavit of loss in cash as contemplated by this Agreement, without interest thereonlieu thereof in accordance with Section 2.02(e)) or in respect of any Book- Entry Share.
Appears in 1 contract
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent or the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, with respect to Certificates, only upon delivery of the Certificates (or affidavit of loss in lieu of the Certificates as provided in Section 2.2(f)) to the Paying Agent, and with respect to Book-Entry Shares, only upon delivery of an “agent’s message” regarding the book-entry transfer of Book-Entry Shares (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request)to the Paying Agent, and shall otherwise be in such form and have such other provisions as Parent or and the Paying Agent Company may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificates as provided in Section 2.2(f)) or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates (or affidavit of loss in lieu of the Certificates as provided in Section 2.2(f)) and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentParent or the Surviving Corporation, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates Certificates, or receipt of an “agent’s message” by the Paying Agent, with respect to Book-Entry SharesShares (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request), the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest. No interest thereonshall be paid or will accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II.
Appears in 1 contract
Procedures for Surrender. As promptly as practicable after the Effective Time, the Parent shall cause its transfer agent (the Paying Agent “Transfer Agent”) to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-non- certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 Transfer Agent, and shall otherwise be in such form and have such other provisions as Parent the Purchaser or the Paying Transfer Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentTransfer Agent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Book- Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Book- Entry Shares so surrendered shall forthwith be cancelled. If payment issuance of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment issuance of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment Issuance of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Red Cat Holdings, Inc.)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent but in no event more than three (3) Business Days after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 otherwise be in such form and have such other provisions as Parent the Purchaser or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentthe Purchaser, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon, except for Dissenting Shares, which shall be deemed to represent the right to receive the consideration due with respect to such Dissenting Shares in accordance with and to the extent provided by Section 262 of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Buckeye Technologies Inc)
Procedures for Surrender. As promptly as practicable after the Effective Time, Parent shall cause the Paying Payment Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) Certificate or non-certificated Shares represented by book-entry (“Book-Entry Shares” and each individually a “Book-Entry Share”), in each case, which case whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 Payment Agent, and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specifyspecify and as reasonably approved by the Company prior to the Effective Time, and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Payment Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, and such other documents as may reasonably be required by the Payment Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration for amount of cash into which each Share formerly represented by such Certificates and for each Book-Entry Share. Any Share was converted pursuant to Section 2.1(a), and the Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If In the event of a transfer of ownership of Common Stock that is not registered in the transfer records of the Company, payment of the Merger Consideration is to may be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, transfer and the Person requesting such payment shall have paid pay any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established establish to the satisfaction of the Surviving Corporation Parent that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in into which the Shares theretofore represented by such Certificate or Book-Entry Share having been converted pursuant to Section 2.1(a). No interest shall be paid or accrue on any cash as contemplated by this Agreement, without interest thereonpayable upon surrender of any Certificate or Book-Entry Share.
Appears in 1 contract
Procedures for Surrender. As promptly soon as reasonably practicable after the Effective Time, Parent shall, and shall cause the Paying Surviving Company to, cause the Exchange Agent to mail to each holder of record of a certificate Certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Share as of the Effective Time and whose Company Shares were converted exchanged pursuant to Section 2.1 into the right to receive the Per Share Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon delivery of the Certificates Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share, as applicable, to the Paying Agent, Exchange Agent and shall otherwise be in such customary form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Shares Share in exchange for payment of the Per Share Merger ConsiderationConsideration pursuant to Section 2.1, and (iii) a declaration and/or Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) in which the beneficial owner of a Company Share provides certain information necessary for Parent or the Exchange Agent or the Information Agent, as applicable, to determine whether any amounts need to be withheld from the consideration payable to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained, the Code, or any provision of applicable Law). Upon Subject to the Withholding Tax Ruling, upon surrender of Certificates and a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Shares Share for cancellation to the Paying Agent Exchange Agent, together with such letter of transmittal and declaration for Tax withholding purposes and/or a Valid Tax Certificate (or to such other agent or agents forms as may be appointed by Parentare required under any applicable Tax Law), and upon delivery of a letter of transmittalin each case, duly completed and validly executed and in proper formaccordance with the respective instructions thereto, with respect Parent shall pay or cause the Exchange Agent to pay to the holder of such Certificates Certificate or Book-Entry Shares, Share in exchange therefor the holder of such Certificates or Book-Entry Shares shall be entitled to receive the applicable Per Share Merger Consideration pursuant to the provisions of this Article II for each Company Share formerly represented by such Certificates and for each Certificate or Book-Entry Share. Any Certificates and , promptly (subject to the delay of up to three hundred sixty-five days contemplated by Section 2.4) following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Shares Share and Valid Tax Certificate, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith be cancelled. The Exchange Agent shall accept such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.2(e)) or Book-Entry Share 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. If payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established to the satisfaction of the Surviving Corporation Company that such Taxes Tax either have has been paid or are is not required to be paid. Payment of the applicable Per Share Merger Consideration with respect to a Book-Entry Shares Share shall only be made to the Person in whose name such Book-Entry Shares are Share is registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Per Share Merger Consideration in cash as contemplated by this AgreementArticle II, without interest thereon.
Appears in 1 contract
Procedures for Surrender. As promptly as practicable after the Effective Time (and in any event no more than three (3) Business Days after the Effective Time), Parent shall cause the Paying Agent to promptly mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which whose Shares were converted into the right to receive a portion of the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittaltransmittal in customary form as reasonably agreed to by Parent and the Company, which shall (A) specify that delivery shall be effected, and risk of loss and title to the Certificates certificates that formerly represented Shares (the “Certificates”) shall pass, only upon delivery of the Certificates to the Paying Agent, Agent and (B) shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates (or Book-Entry Shares effective affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of the Certificates and Book-Entry Shares for cancellation (or effective affidavits of loss in lieu thereof) to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, and upon delivery of together with a letter of transmittal, duly executed and in proper form, with respect to such Certificates Certificates, and such other documents as may customarily be required thereby or Book-Entry Sharesby the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry ShareCertificates. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 1 contract
Procedures for Surrender. As promptly as practicable Promptly after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, cause the Paying Agent to mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated certificate Shares represented by book-entry (“Book-Entry Shares”), in each case, which ) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 (or affidavits of loss together with any required indemnity) or Book-Entry Shares to the Paying Agent, Agent and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss together with any required indemnity) or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and a Certificate (or an affidavit of loss together with any required indemnity) or Book-Entry Shares Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentParent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect such other documents as may be required pursuant to such Certificates or Book-Entry Sharesinstructions, the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificates and for each Certificate or Book-Entry Share, to be mailed as promptly as practicable following the Paying Agent’s receipt of such Certificate (or affidavit of loss together with any required indemnity) or Book-Entry Share (together with such duly completed and validly executed letter of transmittal and such other required documents), and the Certificate (or affidavit of loss together with any required indemnity) or Book-Entry Share so surrendered shall be forthwith cancelled. Any The Paying Agent shall accept such Certificates and (or affidavits of loss together with any required indemnity) or Book-Entry Shares so surrendered shall forthwith be cancelledupon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established to the satisfaction of the Surviving Corporation that such Taxes Tax either have has been paid or are is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this AgreementSection 2.2, without interest thereon.. Table of Contents
Appears in 1 contract
Procedures for Surrender. As promptly as practicable Promptly after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which ) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, 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, Agent and shall otherwise be in such form and have such other provisions as Parent or mutually agreed by the Paying Agent may reasonably specify, Company and Parent) and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and a Certificate or Book-Entry Shares Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a together with such letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Sharesexecuted, the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive promptly in exchange therefor the Merger Consideration for each Share formerly represented by such Certificates Certificate and for each Book-Entry Share. Any Certificates Share and Book-Entry Shares the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established to the satisfaction of the Surviving Corporation that such Taxes tax either have has been paid or are is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this AgreementSection 2.2, without interest thereon. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Merger Consideration for Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Covad Communications Group Inc)
Procedures for Surrender. As promptly as practicable Promptly after the Effective Time (but in no event later than two (2) business days after the Effective Time), Parent shall, and shall cause the Surviving Entity to, cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which ) and whose Shares were converted pursuant to Section 2.2(a) or Section 2.2(b) into the right to receive the applicable Merger Consideration at the Effective Time pursuant to this Agreement: (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 (or affidavits of loss in lieu thereof) to the Paying Agent, Agent and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of Certificates and a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Shares Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentParent or the Surviving Entity, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect such other documents as may be required pursuant to such Certificates or Book-Entry Sharesinstructions, the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificates and for each Certificate or Book-Entry Share, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. Any The Paying Agent shall accept such Certificates and (or affidavits of loss in lieu thereof) or Book-Entry Shares so surrendered shall forthwith be cancelledupon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established to the satisfaction of the Surviving Corporation Entity that such Taxes Tax either have has been paid or are is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 2.4, each Certificate or and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this AgreementArticle II, without interest thereon. Promptly after the Effective Time, Parent shall cause the (a) Paying Agent to pay the holder of the OP Series B Preferred Units the Aggregate Cash OP Series B Preferred Units Consideration to the account designated by such holder and (b) the Rights Agent to issue to the holder of the OP Series B Preferred Units the applicable number of Contingent Value Rights, each in accordance with the Merger Consideration Allocation Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sentio Healthcare Properties Inc)
Procedures for Surrender. As promptly as practicable after the Effective Time, the Parent shall cause its transfer agent (the Paying Agent “Transfer Agent”) to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 Transfer Agent, and shall otherwise be in such form and have such other provisions as Parent the Purchaser or the Paying Transfer Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentTransfer Agent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment issuance of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment issuance of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment Issuance of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Red Cat Holdings, Inc.)
Procedures for Surrender. (i) As promptly soon as practicable reasonably practicable, and in any event within five (5) Business Days, after the Effective Time, Parent shall, and shall cause the Paying Surviving Company to cause the Exchange Agent to mail to each holder of record of a certificate Certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Share and whose Ordinary Shares (other than Excluded Shares”), in each case, which Shares ) were converted exchanged pursuant to Section 2.1 into the right to receive the Per Share Merger Consideration at the Effective Time pursuant to this Agreement: (iA) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon delivery of the Certificates Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, as applicable, to the Paying Agent, Exchange Agent and shall otherwise be in such customary form and have such other provisions as Parent or the Paying Agent may reasonably specify, specify and (iiB) instructions for effecting the surrender of the Certificates Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares Share in exchange for payment of the Per Share Merger ConsiderationConsideration pursuant to Section 2.1, and (C) a form of declaration for Tax withholding purposes (or such other forms as are required under any applicable Tax Law) in which the beneficial owner of an Ordinary Share provides certain information (and, if applicable, supporting documentation) necessary for Parent or the Exchange Agent or the Information Agent, as applicable, to determine whether any amounts need to be withheld from the consideration payable to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained, the Code, or any provision of applicable Law). Upon Subject to the Withholding Tax Ruling, upon surrender of Certificates and a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Shares Share for cancellation to the Paying Agent Exchange Agent, together with such letter of transmittal and declaration for Tax withholding purposes (including supporting documentation, as applicable) and/or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), in each case, duly completed and validly executed in accordance with the respective instructions thereto and such other documents as may reasonably be required pursuant to such other agent instructions, Parent shall pay or agents as may be appointed by Parent, and upon delivery cause the Exchange Agent to pay to the holder of a letter of transmittal, duly executed and in proper form, with respect to such Certificates Certificate or Book-Entry Shares, Share the holder of such Certificates or Book-Entry Shares shall be entitled to receive the applicable Per Share Merger Consideration pursuant to the provisions of this Article II for each Ordinary Share formerly represented by such Certificates and for each Certificate or Book-Entry Share. Any Certificates and , within three (3) Business Days following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares Share and such other documents as may reasonably be required pursuant to such instructions, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith be cancelled. The Exchange Agent shall accept such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share 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. If payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Certificate is registered, it shall be a condition precedent of payment that (1) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, transfer and (2) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established to the satisfaction of the Surviving Corporation Company that such Taxes Tax either have has been paid or are is not required to be paid. Payment of the applicable Per Share Merger Consideration with respect to a Book-Entry Shares Share shall only be made to the Person in whose name such Book-Entry Shares are Share is registered. Until surrendered as contemplated herebyby this Section 2.2, each Certificate or and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Per Share Merger Consideration in cash as contemplated by this AgreementArticle II, without interest thereonthereon and less applicable Taxes (if any) required to be withheld.
Appears in 1 contract
Procedures for Surrender. As promptly as practicable Promptly after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which ) and whose Shares were converted pursuant to Section 1.07 into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, 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, Agent and shall otherwise be in such form and have such other provisions as Parent or mutually agreed by the Paying Agent may reasonably specify, Company and Parent) and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and a Certificate or Book-Entry Shares Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentParent (i.e. the stock transfer agent of the Parent being Signature Stock Transfer, and upon delivery of a Inc., 2000 Xxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxx, 75093), together with such letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Sharesexecuted, the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive promptly in exchange therefor the Merger Consideration for each Share formerly represented by such Certificates Certificate and for each Book-Entry Share. Any Certificates Share and Book-Entry Shares the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and or shall have established to the satisfaction of the Surviving Corporation that such Taxes tax either have has been paid or are is not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated herebyby this Section 1.08, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this AgreementSection 1.08, without interest thereon. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Merger Consideration for Shares.
Appears in 1 contract
Procedures for Surrender. As promptly as practicable after the Effective Time (and in any event no more than three (3) Business Days after the Effective Time), Parent shall cause the Paying Agent to promptly mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which whose Shares were converted into the right to receive a portion of the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittaltransmittal in customary form as reasonably agreed to by Parent and the Company, which shall (A) specify that delivery shall be effected, and risk of loss and title to the Certificates certificates that formerly represented Shares (the ‘‘Certificates’’) shall pass, only upon delivery of the Certificates to the Paying Agent, Agent and (B) shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates (or Book-Entry Shares effective affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of the Certificates and Book-Entry Shares for cancellation (or effective affidavits of loss in lieu thereof) to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, and upon delivery of together with a letter of transmittal, duly executed and in proper form, with respect to such Certificates Certificates, and such other documents as may customarily be required thereby or Book-Entry Sharesby the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry ShareCertificates. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Procedures for Surrender. As promptly as practicable after the Effective TimeTime and in any event not later than the second Business Day thereafter, Parent shall cause the Paying Agent to mail to each holder of record of a certificate Certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which case whose Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 (or affidavits of loss in lieu thereof in accordance with Section 2.02(e)) to the Paying Agent), and shall otherwise be in such form and have such other provisions as Parent or the Paying Agent may reasonably specify, subject to the reasonable consent of the Company; and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares (or affidavits of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger portion of the Aggregate Common Stock Consideration for each Share into which the Shares formerly represented by such Certificates and for each Book-Entry Share. Any Certificates and or such Book-Entry Shares were converted pursuant to Section 2.01(a)(i) (less any required Tax withholdings as provided in Section 2.05), and the Certificates so surrendered shall forthwith be cancelled. If payment In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and Merger Consideration is to may be made issued to a Person person other than the Person person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer, transfer and the Person person requesting such payment shall have paid pay to the Paying Agent any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of the Certificate so surrendered and or shall have established establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such Taxes either have been paid or are not required to be paid. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person person in whose name such Book-Entry Shares are registered and shall be made promptly following the Effective Time without any action on the part of the person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each No interest shall be paid or accrue on any cash payable upon surrender of any Certificate (or affidavits of loss in lieu thereof in accordance with Section 2.02(e)) or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereonShare.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cellular Dynamics International, Inc.)
Procedures for Surrender. As promptly as practicable after the Effective TimeTime (and in any event, within three Business Days thereafter), Parent shall will cause the Paying Exchange Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall (if any) will pass, only upon delivery of the such Certificates to the Paying Exchange Agent, and shall will otherwise be in such form and have such other provisions as Parent or the Paying Exchange Agent may reasonably specify, specify and (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry SharesCertificates, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates and for each Book-Entry ShareCertificates. Any Certificates and Book-Entry Shares so surrendered shall will forthwith be cancelled. The Merger Consideration paid upon the surrender for exchange of Certificates will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall will be a condition precedent of payment that the Certificate so surrendered shall will be properly endorsed or shall will be otherwise in proper form for transfer, and the Person requesting such payment shall will have paid any transfer and or other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall or will have established to the satisfaction of the Surviving Corporation Exchange Agent that such Taxes either have been paid or are not payable. Any holder of non-certificated Shares represented by book-entry (“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. In lieu thereof, each registered holder of one or more Book-Entry Shares shall automatically upon the Effective Time be paidentitled to receive, and the Surviving Corporation shall cause the Exchange Agent to pay and deliver as soon as reasonably practicable after the Effective Time (and in any event, within three Business Days thereafter), the Merger Consideration payable for each such Book-Entry Share. Payment of the Merger Consideration with respect to Book-Entry Shares shall will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereonAgreement and the right to receive the Fractional Share Consideration and any dividends or other distributions under Section 2.3(g).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Frontier Group Holdings, Inc.)
