Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within three Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Eligible Shares that are (i) Certificates or (ii) Book-Entry Shares notice advising such holders of the effectiveness of the Merger, including (A) appropriate transmittal materials specifying 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 affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transfer of the Book-Entry Shares to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares), such materials to be in such form and have such other provisions as Parent specifies with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transferring the Book-Entry Shares to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Shares, Parent and the Company shall cooperate to establish procedures with the Exchange Agent and the holders of Book-Entry Shares to ensure that the Exchange Agent will transmit to such holder or its nominees on the Closing Date (or if the Closing occurs after 11:30 a.m. (New York time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Shares held of record by such holder or its nominees in accordance with customary surrender procedures, the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement. (b) Upon surrender to the Exchange Agent of Eligible Shares that are Certificates, by physical surrender of such Certificate (or affidavit of loss in lieu of a Certificate, as provided in Section 3.7) or that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the transfer of Book-Entry Shares, in accordance with the terms of the Letter of Transmittal and accompanying instructions or, with respect to Book-Entry Shares, in accordance with customary procedures and such other procedures as agreed by the Company, Parent and the Exchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (i) that number of whole ADSs that such holder is entitled to receive pursuant to Section 2.1 and (ii) an amount (if any) in immediately available funds of (A) any cash in lieu of fractional ADSs payable pursuant to Section 3.5 plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Article III, in each case after giving effect to any required Tax withholdings as provided in Section 3.8. (c) No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares, and any Certificate or ledger entry relating to Book-Entry Shares formerly representing shares of Company Common Stock that have been so surrendered shall be cancelled by the Exchange Agent. (d) In the event of a transfer of ownership of certificated Eligible Shares that is not registered in the transfer records of the Company, the proper number of ADSs, together with an amount (if any) in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 3.8) of cash in lieu of fractional ADSs and any dividends or distributions in respect thereof, may be issued or paid to such a transferee if the Certificate formerly representing such Eligible Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to the Exchange Agent. 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 in the stock transfer books of the Company. Until surrendered as contemplated by this Section 3.2, each Certificate 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 accordance with this Article III, including any amount payable in lieu of fractional ADSs in accordance with Section 3.5, and any dividends or other distributions on ADSs or the underlying Parent Ordinary Shares in accordance with Section 3.3, in each case without interest.
Appears in 2 contracts
Sources: Merger Agreement (Destination Maternity Corp), Merger Agreement
Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within three Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Eligible Shares that are (i) Certificates or (ii) Book-Entry Shares notice advising such holders of After the effectiveness of the MergerEffective Time, including and (A) appropriate transmittal materials specifying 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 affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transfer of the Book-Entry Shares to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares), such materials to be in such form and have such other provisions as Parent specifies with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transferring the Book-Entry Shares to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Shares, Parent and the Company shall cooperate to establish procedures with the Exchange Agent and the holders of Book-Entry Shares to ensure that the Exchange Agent will transmit to such holder or its nominees on the Closing Date (or if the Closing occurs after 11:30 a.m. (New York time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Shares held of record by such holder or its nominees in accordance with customary surrender procedures, the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement.
(b) Upon surrender to the Exchange Agent of Eligible Company Shares (other than Excluded Shares) that are Certificates, by physical surrender of such Certificate Certificates (or affidavit of loss lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in Section 3.74.2(h)) or that are Book-Entry Sharesin accordance with the terms of the letter of transmittal and accompanying instructions, by book-receipt of an “agent’s message” by the Exchange Agent in connection with (B) upon the transfer of Book-Company Shares (other than Excluded Shares) that are Book Entry SharesCompany Shares not held through DTC, in accordance with the terms of the Letter letter of Transmittal transmittal and accompanying instructions or(including the delivery of any other documents the Exchange Agent may reasonably require), with respect to Book-or (C) upon the transfer of Company Shares (other than Excluded Shares) that are Book Entry SharesCompany Shares held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s customary procedures and such other procedures as agreed by the CompanyParent, Parent and the Exchange AgentAgent and DTC, the holder of such Certificate or Book-Entry Share Company Shares shall be entitled to receive in exchange therefor therefor, and Parent and the Surviving Corporation shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (i1) that number the aggregate amount of whole ADSs that Cash Consideration such holder is entitled to receive pursuant to Section 2.1 4.1(a), (2) the number of Certificates of Parent Shares or Book Entry Parent Shares representing, in the aggregate, the whole number of shares that such holder has a right to receive pursuant to Section 4.1(a), (3) any dividends or other distributions payable pursuant to Section 4.1(a)(C) or Section 4.2(d), and (ii) an amount (if any) in immediately available funds of (A4) any cash in lieu of fractional ADSs Parent Shares payable pursuant to Section 3.5 plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Article III4.2(f), in each case after giving effect to any required Tax withholdings as provided in Section 3.8if applicable.
(c) No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares, and any Certificate or ledger entry relating to Book-Entry Shares formerly representing shares of Company Common Stock that have been so surrendered shall be cancelled by the Exchange Agent.
(dii) In the event of a transfer of ownership of certificated Eligible Company Shares that is are not registered in the transfer records of the Company, the Exchange Agent may make payment of the proper number amount of ADSs, together with an amount Merger Consideration to such transferee if (if anyA) in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 3.8) the case of cash in lieu Book Entry Company Shares, written instructions authorizing the transfer of fractional ADSs and any dividends or distributions in respect thereof, may be issued or paid to such a transferee if the Certificate formerly representing such Eligible Book Entry Company Shares is are presented to the Exchange Agent, (B) in the case of Certificates, the Certificates formerly representing such Company Shares are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Certificates, in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Exchange Agent. Payment of If any Parent Shares are to be delivered to a Person other than the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person holder in whose name such Book-Entry any Company Shares are registered in registered, it shall be a condition of such exchange that the stock Person requesting such delivery shall pay any transfer books or other similar Taxes required by reason of the Company. Until surrendered as contemplated by this Section 3.2transfer of Parent Shares to a Person other than the registered holder of any Company Shares, each Certificate or shall establish to the satisfaction of Parent and Book-Entry Share the Exchange Agent that such Tax has been paid or is not applicable.
(iii) No interest shall be deemed at paid or accrue on any time after cash payable upon surrender of the Effective Time to represent only Company Shares. Any Certificate that has been surrendered shall be cancelled by the right to receive the Merger Consideration in accordance with this Article III, including any amount payable in lieu of fractional ADSs in accordance with Section 3.5, and any dividends or other distributions on ADSs or the underlying Parent Ordinary Shares in accordance with Section 3.3, in each case without interestExchange Agent.
Appears in 2 contracts
Sources: Merger Agreement (Conagra Brands Inc.), Merger Agreement (Pinnacle Foods Inc.)
Procedures for Surrender. (a) Promptly after the Merger Effective Time (and but in any no event within three Business Days thereafterlater than five (5) business days after the Merger Effective Time), Parent shall, and shall cause the Surviving Corporation shall Entity to, cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Company Shares, all of which are held in “book-entry” form (the “Book-Entry Shares”), whose Company Shares that are (i) Certificates or (ii) were exchanged pursuant to Section 2.1 for the right to receive the Merger Consideration, instructions for effecting the surrender of Book-Entry Shares notice advising such holders of the effectiveness of the Merger, including (A) appropriate transmittal materials specifying 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 affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transfer of the Book-Entry Shares to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares), such materials to be in such form and have such other provisions as Parent specifies with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transferring the Book-Entry Shares to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional ADSs, if any, Consideration for which such Company Shares are to be issued or paid exchanged, including, any amount payable in consideration thereforrespect of the Fractional Share Consideration in accordance with Section 2.6, and any dividends or distributions, other distributions in each case, to which such holders are entitled pursuant to the terms accordance with Section 2.2(e). Upon surrender of this Agreement. With respect to a Book-Entry Shares, Parent and the Company shall cooperate to establish procedures with the Exchange Agent and the holders of Book-Entry Shares to ensure that the Exchange Agent will transmit to such holder or its nominees on the Closing Date (or if the Closing occurs after 11:30 a.m. (New York time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Shares held of record by such holder or its nominees in accordance with customary surrender procedures, the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement.
(b) Upon surrender Share for cancellation to the Exchange Agent of Eligible Shares that are Certificates, or to such other agent or agents as may be appointed by physical surrender of such Certificate (Parent or affidavit of loss in lieu of a Certificate, as provided in Section 3.7) or that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the transfer of Book-Entry Shares, in accordance with the terms of the Letter of Transmittal and accompanying instructions or, with respect to Book-Entry Shares, in accordance with customary procedures Surviving Entity and such other procedures documents as agreed by the Company, Parent and the Exchange Agentmay be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (i1) that number the Stock Consideration pursuant to the provisions of this Article II (rounded down to the nearest whole ADSs share), (2) the Cash Consideration pursuant to the provisions of this Article II, (3) an amount representing any Fractional Share Consideration that such holder is entitled to receive pursuant to Section 2.1 and (ii) an amount (if any) in immediately available funds of (A) any cash in lieu of fractional ADSs payable pursuant to Section 3.5 plus (B) any unpaid nona Book-stock dividends and any other dividends or other distributions that such holder Entry Share has the right to receive pursuant to the provisions of Section 2.6, (4) the Pre-Closing Dividend, pursuant to the provisions of this Article IIIII and (5) any amounts that such holder of a Book-Entry Share has the right to receive in respect of dividends or other distributions in accordance with Section 2.2(e) for each Company Share formerly represented by such Book-Entry Share. The amounts due pursuant to clauses (2), in (3), (4) and (5) shall be made via check or wire or other electronic transfer of immediately available funds (at each case after giving effect such holder’s election) within five (5) business days following the later to any required Tax withholdings as provided in Section 3.8.
(c) No interest will be paid occur of the Merger Effective Time or accrued on any amount payable upon due surrender the Exchange Agent’s receipt of Eligible Sharessuch Book-Entry Share, and any Certificate or ledger entry relating to the Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Book-Entry Shares formerly representing shares of Company Common Stock that have been so surrendered shall be cancelled by upon compliance with such reasonable terms and conditions as the Exchange Agent.
(d) In the event of a transfer of ownership of certificated Eligible Shares that is not registered Agent may impose to effect an orderly exchange thereof in the transfer records of the Company, the proper number of ADSs, together accordance with an amount (if any) in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 3.8) of cash in lieu of fractional ADSs and any dividends or distributions in respect thereof, may be issued or paid to such a transferee if the Certificate formerly representing such Eligible Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to the Exchange Agentnormal exchange practices. 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 in the stock transfer books of the Companyregistered. Until surrendered as contemplated by this Section 3.22.2, each Certificate and Book-Entry Share shall be deemed at any time after the Merger Effective Time to represent only the right to receive the applicable Merger Consideration in accordance with as contemplated by this Article IIIII, including any amount payable in lieu respect of fractional ADSs the Fractional Share Consideration in accordance with Section 3.5, 2.6 and any dividends or other distributions on ADSs or the underlying Parent Ordinary Shares in accordance with Section 3.32.2(e), without interest thereon, and the Pre-Closing Dividend. Shares of Parent Common Stock deliverable pursuant to this Section 2.2(b) in each case without interestexchange for shares of Company Common Stock shall be in uncertificated book-entry form.
Appears in 2 contracts
Sources: Merger Agreement (OHI Healthcare Properties Limited Partnership), Merger Agreement (MedEquities Realty Trust, Inc.)
Procedures for Surrender. (ai) Promptly after the Effective Time (and in any event within three Business Days thereafter), the Surviving Corporation Company shall cause the Exchange Paying Agent to mail to each holder of record of Eligible Shares that are (iother than Excluded Shares) Certificates or (iiA) Book-Entry Shares a notice advising such holders of the effectiveness of the Merger, including (AB) appropriate a letter of transmittal materials in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of the Certificates, Share Certificates as provided in Section 3.74.2(f)) or transfer of the Book-Book Entry Shares to the Exchange Paying Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Book Entry Shares), such materials ) to be in such form and have such other provisions as Parent specifies with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) Paying Agent (the “Letter of Transmittal”), and (BC) instructions for surrendering effecting the surrender of the Share Certificates (or affidavits of loss in lieu of the Certificates, Share Certificates as provided in Section 3.74.2(f)) or transferring the Book-Book Entry Shares to the Exchange Paying Agent in exchange for the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Shares, Parent and the Company shall cooperate to establish procedures with the Exchange Agent and the holders of Book-Entry Shares to ensure that the Exchange Agent will transmit to such holder or its nominees on the Closing Date (or if the Closing occurs after 11:30 a.m. (New York time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Shares held of record by such holder or its nominees in accordance with customary surrender procedures, the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement.
(b) Upon surrender to the Exchange Agent of Eligible Shares that are Certificates, by physical surrender of such Certificate (or affidavit of loss in lieu of a Certificate, as provided in Section 3.7) or that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the transfer of Book-Entry Shares, in accordance with the terms payment of the Letter of Transmittal and accompanying instructions or, with respect to Book-Entry Shares, in accordance with customary procedures and such other procedures as agreed by the Company, Parent and the Exchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (i) that number of whole ADSs that such holder is entitled to receive pursuant to Section 2.1 and (ii) an amount (if any) in immediately available funds of (A) any cash in lieu of fractional ADSs payable pursuant to Section 3.5 plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Article III, in each case after giving effect to any required Tax withholdings as provided in Section 3.84.2(h)) of cash that such holder has the right to receive pursuant to Section 4.1(a).
(cii) Upon surrender to the Paying Agent of Share Certificates (or affidavits of loss in lieu of the Share Certificates as provided in Section 4.2(f)) or Book Entry Shares, together with, in the case of Share Certificates, the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book Entry Shares held through the Depositary Trust Company, receipt of an “agent’s message” by the Paying Agent, and such other documents as may be reasonably required by the Paying Agent, the holder of such Share Certificates or Book Entry Shares shall be entitled to receive in exchange therefor, and the Paying Agent shall be required to deliver to each such holder, a check in the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(h)) of cash that such holder has the right to receive pursuant to Section 4.1(a).
(iii) No interest will be paid or accrued on any amount payable upon due surrender of Eligible any Shares, and any Certificate or ledger entry relating to Book-Entry Shares formerly representing shares of Company Common Stock that have been so surrendered shall be cancelled by the Exchange Agent.
(div) In the event of a transfer of ownership of certificated Eligible Shares (other than Excluded Shares) represented by a Share Certificate or Share Certificates that is not registered in the transfer books and records of the Company or if the consideration payable is to be paid in a name other than that in which the Share Certificate or Share Certificates surrendered or transferred in exchange therefor registered in the transfer books and records of the Company, a check for any cash to be paid upon due surrender of the proper number of ADSs, together with an amount (if any) in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 3.8) of cash in lieu of fractional ADSs and any dividends Share Certificate or distributions in respect thereof, Share Certificates may be issued or paid to such a transferee if the Share Certificate or Share Certificates formerly representing such Eligible Shares is are duly endorsed and otherwise in proper form for surrender and presented to the Exchange Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, substance reasonably satisfactory to the Exchange Paying Agent. Payment of the applicable Per Share Merger Consideration with in respect to Book-of Book Entry Shares shall only be made to the Person in whose name such Book-Book Entry Shares are registered in the stock transfer books and records of the Company. Until surrendered as contemplated by this Section 3.2, each Certificate 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 accordance with this Article III, including any amount payable in lieu of fractional ADSs in accordance with Section 3.5, and any dividends or other distributions on ADSs or the underlying Parent Ordinary Shares in accordance with Section 3.3, in each case without interest.
Appears in 2 contracts
Sources: Merger Agreement (JMP Group LLC), Merger Agreement (JMP Group LLC)
Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within three Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Eligible Shares that are (i) Certificates or (ii) Book-Entry Shares notice advising such holders of After the effectiveness of the MergerEffective Time, including and (A) appropriate transmittal materials specifying 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 affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transfer of the Book-Entry Shares to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares), such materials to be in such form and have such other provisions as Parent specifies with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transferring the Book-Entry Shares to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Shares, Parent and the Company shall cooperate to establish procedures with the Exchange Agent and the holders of Book-Entry Shares to ensure that the Exchange Agent will transmit to such holder or its nominees on the Closing Date (or if the Closing occurs after 11:30 a.m. (New York time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Shares held of record by such holder or its nominees in accordance with customary surrender procedures, the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement.
(b) Upon surrender to the Exchange Agent of Eligible Shares that are Certificatesof, if applicable, the Certificates (if any), by the physical surrender of such Certificate Certificates (or affidavit of loss lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in Section 3.72.3(h)) or that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the transfer of Book-Entry Shares, in accordance with the terms of the Letter letter of Transmittal transmittal and accompanying instructions or(which will include a requirement for any holder of Company Shares that owns 5% or more of the total issued and outstanding Company Shares to satisfy any withholding obligations imposed by the Indian tax authority through a reduction in the Merger Consideration payable to such holder, with respect provided that such holder may elect to Book-Entry Sharesinstead reimburse Parent for any cash withholding obligation imposed by the Indian tax authority), (B) upon the surrender of uncertificated Shares and/or such other documents as may be required in accordance with the terms of the letter of transmittal and accompanying instructions (including the delivery of any other documents the Exchange Agent may reasonably require), or (C) upon the transfer of Shares (other than Excluded Shares) that are Shares (including Company Shares held through DTC, in which case such transfer is recognized by the delivery of an “agent’s message,” in accordance with DTC’s customary procedures and such other procedures as agreed by the CompanyParent, Parent and the Exchange AgentAgent and DTC), the registered holder of such Certificate or Book-Entry Share Shares shall be entitled to receive in exchange therefor therefor, and Parent and the Surviving Company shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (i1) that the Per Share Merger Consideration by way of issue of the number of Certificates of shares of Parent Preferred Stock or Book Entry Parent Stock representing, in the aggregate, the whole ADSs number of shares that such holder is entitled has a right to receive pursuant to Section 2.1 2.2(a)(i) and (ii) an amount (if any) in immediately available funds of (A2) any cash in lieu of fractional ADSs dividends or other distributions payable pursuant to Section 3.5 plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Article III2.3(d), in each case after giving effect to any required Tax withholdings as provided in Section 3.8if applicable.
(c) No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares, and any Certificate or ledger entry relating to Book-Entry Shares formerly representing shares of Company Common Stock that have been so surrendered shall be cancelled by the Exchange Agent.
(dii) In the event of a transfer of ownership of certificated Eligible Shares that is are not registered in the transfer records register of shareholders of the Company, the Exchange Agent may make payment of the proper number amount of ADSs, together with an amount Merger Consideration to such transferee if (if anyA) in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 3.8) the case of cash in lieu Shares, written instructions authorizing the transfer of fractional ADSs and any dividends or distributions in respect thereof, may be issued or paid to such a transferee if the Certificate formerly representing such Eligible Shares is are presented to the Exchange Agent, (B) in the case of Certificates (if any), the Certificates (if any) formerly representing such Shares are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Certificates (if any), in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock share transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Exchange Agent. Payment If any shares of the applicable Merger Consideration with respect Parent Preferred Stock are to Book-Entry Shares shall only be made delivered to a Person other than the Person in whose name such Book-Entry the Ordinary Shares are registered in registered, it shall be a condition of such exchange that the stock Person requesting such delivery shall pay any transfer books or other similar Taxes required by reason of the Company. Until surrendered as contemplated by this Section 3.2transfer of shares of Parent Preferred Stock to a Person other than the registered holder of any Shares, each Certificate or shall establish to the satisfaction of Parent and Book-Entry Share the Exchange Agent that such Tax has been paid or is not applicable.
(iii) No interest shall be deemed at paid or accrue on any time after cash payable upon conversion (as applicable) or surrender of any Shares. Any Certificate (if any) that has been surrendered shall be cancelled by the Effective Time to represent only the right to receive the Merger Consideration in accordance with this Article III, including any amount payable in lieu of fractional ADSs in accordance with Section 3.5, and any dividends or other distributions on ADSs or the underlying Parent Ordinary Shares in accordance with Section 3.3, in each case without interestExchange Agent.
Appears in 2 contracts
Sources: Merger Agreement (Yatra Online, Inc.), Merger Agreement (Ebix Inc)
Procedures for Surrender. (ai) Promptly after following the Effective Time (Time, Parent shall, and in any event within three Business Days thereafter), shall cause the Surviving Corporation shall Entity to, cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Shares that are a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (ithe “Certificates”) Certificates or non-certificated shares of Company Common Stock represented by book-entry (ii) “Book-Entry Shares notice advising such holders Company Shares”) and whose shares of Company Common Stock were converted pursuant to Section 4.1 into the effectiveness of right to receive the Merger, including Merger Consideration (A) appropriate a letter of transmittal materials specifying in customary form, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 3.7thereof) or transfer of the Book-Entry Shares to the Exchange Agent (including customary provisions with respect to delivery or, in the case of an “agent’s message” with respect to Book-Entry Company Shares), such materials upon adherence to be the procedures set forth in such form and have such other provisions as Parent specifies with approval the letter of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), transmittal and (B) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 3.7thereof) or transferring the Book-Entry Company Shares to the Exchange Agent in exchange for payment of the Merger Consideration, cash including any amount payable in lieu respect of fractional ADSs, if any, to be issued or paid the Fractional Share Consideration in consideration thereforaccordance with Section 4.8, and any dividends or distributionsother distributions on Parent Common Shares in accordance with Section 4.2(f). Such instructions shall provide that (1) at the election of the surrendering holder, Certificates may be surrendered by hand delivery or otherwise, (2) the Merger Consideration in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to exchange for Certificates and Book-Entry Shares, Parent Company Shares shall be delivered in uncertificated book-entry form to the surrendering holder and (3) the Company shall cooperate to establish procedures with the Exchange Agent Fractional Share Consideration and the holders of Book-Entry Shares to ensure that the Exchange Agent will transmit to such holder any dividends or its nominees on the Closing Date (or if the Closing occurs after 11:30 a.m. (New York time) on the Closing Date, on the first Business Day after the Closing Dateother distributions under Section 4.2(f), upon surrender of Eligible Shares held of record by such holder or its nominees in accordance with customary surrender procedures, the Merger Consideration, cash in lieu of fractional ADSs, if any, to payable in exchange for Certificates and Book-Entry Company Shares will be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant payable by wire transfer to the terms of this Agreementsurrendering holder.
(bii) Upon surrender to the Exchange Agent of Eligible Shares that are Certificates, by physical surrender of such a Certificate (or an affidavit of loss in lieu of a Certificate, as provided in Section 3.7thereof) or that are Book-Entry Shares, by book-receipt of an “agent’s message” by Company Share for cancellation to the Exchange Agent in connection Agent, together with the transfer a duly completed and validly executed letter of Book-Entry Shares, transmittal in accordance with the terms of the Letter of Transmittal and accompanying instructions orthereto, with respect to Book-Entry Shares, in accordance with customary procedures and such other procedures documents as agreed may be reasonably required by the Company, Parent and the Exchange Agent, the holder of such Certificate or Book-Entry Company Share shall be entitled to receive in exchange therefor (i) that number the Merger Consideration for each share of whole ADSs that Company Common Stock formerly represented by such holder is entitled to receive Certificate or Book-Entry Company Share pursuant to Section 2.1 and (ii) an amount (the provisions of this Article IV and, if any) in immediately available funds of (A) any cash in lieu of fractional ADSs payable pursuant to Section 3.5 plus (B) any unpaid non-stock dividends and any other dividends or other distributions applicable, the Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of this Article III, in each case after giving effect to any required Tax withholdings as provided in Section 3.8.
(c) No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares4.8, and any Certificate amounts that such holder has the right to receive in respect of dividends or ledger entry relating other distributions on Parent Common Shares in accordance with Section 4.2(f) less any required withholding of Taxes, plus any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time. Any Certificates (or affidavit of loss in lieu thereof) or Book-Entry Company Shares formerly representing shares of Company Common Stock that have been so surrendered shall be cancelled by the Exchange Agentforthwith cancelled.
(diii) In the event of a transfer of ownership of certificated Eligible Shares that is not registered in the transfer records If payment of the CompanyMerger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, the proper number it shall be a condition precedent of ADSs, together with an amount payment that (if anyA) in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 3.8) of cash in lieu of fractional ADSs and any dividends or distributions in respect thereof, may be issued or paid to such a transferee if the Certificate formerly representing so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such Eligible Shares is presented 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 surrendered or shall have established to the Exchange Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of Parent that such transfer and to evidence that any applicable stock transfer Taxes either have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory required to the Exchange Agentbe paid. Payment of the applicable Merger Consideration with respect to Book-Entry Company Shares shall only be made to the Person in whose name such Book-Entry Company Shares are registered in the stock transfer books of the Company. registered.
(iv) Until surrendered as contemplated by this Section 3.24.2, each Certificate and Book-Entry Company Share shall be deemed at any time from and after the Effective Time to represent only the right to receive the applicable Merger Consideration in accordance with as contemplated by this Article IIIIV, including any amount payable in lieu respect of fractional ADSs the Fractional Share Consideration in accordance with Section 3.54.8, any dividends or other distributions on Parent Common Shares in accordance with Section 4.2(f) and any dividends or other distributions on ADSs or with a record date prior to the underlying Parent Ordinary Shares in accordance with Section 3.3, in each case without interestEffective Time which may have been authorized by the Company and which remain unpaid at the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (Avalonbay Communities Inc), Merger Agreement (Erp Operating LTD Partnership)
Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within three Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Eligible Shares that are (i) Certificates or (ii) Book-Entry Shares notice advising such holders of After the effectiveness of the MergerEffective Time, including and (A) appropriate transmittal materials specifying 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 affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transfer of the Book-Entry Shares to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares), such materials to be in such form and have such other provisions as Parent specifies with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transferring the Book-Entry Shares to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Shares, Parent and the Company shall cooperate to establish procedures with the Exchange Agent and the holders of Book-Entry Shares to ensure that the Exchange Agent will transmit to such holder or its nominees on the Closing Date (or if the Closing occurs after 11:30 a.m. (New York time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Shares held of record by such holder or its nominees in accordance with customary surrender procedures, the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement.
(b) Upon surrender to the Exchange Agent of Eligible Company Shares (other than Excluded Shares) that are Certificates, by physical surrender of such Certificate Certificates (or affidavit of loss lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in Section 3.74.02(h)) or that are Book-Entry Sharesin accordance with the terms of the letter of transmittal and accompanying instructions, by book-receipt of an “agent’s message” by the Exchange Agent in connection with (B) upon the transfer of Book-Company Shares (other than Excluded Shares) that are Book Entry SharesCompany Shares not held through DTC, in accordance with the terms of the Letter letter of Transmittal transmittal and accompanying instructions or(including the delivery of any other documents the Exchange Agent may reasonably require), with respect to Book-or (C) upon the transfer of Company Shares (other than Excluded Shares) that are Book Entry SharesCompany Shares held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s customary procedures and such other procedures as agreed by the CompanyParent, Parent and the Exchange AgentAgent and DTC, the holder of such Certificate or Book-Entry Share Company Shares shall be entitled to receive in exchange therefor therefor, and Parent and the Surviving Company shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable but in no event later than five (i5) that Business Days thereafter, (1) the number of Certificates of Parent Shares or Book Entry Parent Shares representing, in the aggregate, the whole ADSs number of shares that such holder is entitled has a right to receive pursuant to Section 2.1 4.01(a), (2) any dividends or other distributions payable pursuant to Section 4.02(d), and (ii) an amount (if any) in immediately available funds of (A3) any cash in lieu of fractional ADSs Parent Shares payable pursuant to Section 3.5 plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Article III4.02(f), in each case after giving effect to any required Tax withholdings as provided in Section 3.8if applicable.
(c) No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares, and any Certificate or ledger entry relating to Book-Entry Shares formerly representing shares of Company Common Stock that have been so surrendered shall be cancelled by the Exchange Agent.
(dii) In the event of a transfer of ownership of certificated Eligible Company Shares that is are not registered in the transfer records of the Company, the Exchange Agent may make payment of the proper number amount of ADSs, together with an amount Merger Consideration to such transferee if (if anyA) in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 3.8) the case of cash in lieu Book Entry Company Shares, written instructions authorizing the transfer of fractional ADSs and any dividends or distributions in respect thereof, may be issued or paid to such a transferee if the Certificate formerly representing such Eligible Book Entry Company Shares is are presented to the Exchange Agent, (B) in the case of Certificates, the Certificates formerly representing such Company Shares are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Certificates, in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Exchange Agent. Payment of If any Parent Shares are to be delivered to a Person other than the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person holder in whose name such Book-Entry any Company Shares are registered in registered, it shall be a condition of such exchange that the stock Person requesting such delivery shall pay any transfer books or other similar Taxes required by reason of the Company. Until surrendered as contemplated by this Section 3.2transfer of Parent Shares to a Person other than the registered holder of any Company Shares, each Certificate or shall establish to the satisfaction of Parent and Book-Entry Share the Exchange Agent that such Tax has been paid or is not applicable.
(iii) No interest shall be deemed at paid or accrue on any time after cash payable upon surrender of the Effective Time to represent only Company Shares. Any Certificate that has been surrendered shall be voided and cancelled by the right to receive the Merger Consideration in accordance with this Article III, including any amount payable in lieu of fractional ADSs in accordance with Section 3.5, and any dividends or other distributions on ADSs or the underlying Parent Ordinary Shares in accordance with Section 3.3, in each case without interestExchange Agent.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (USA Rare Earth, Inc.), Agreement and Plan of Merger (Texas Mineral Resources Corp.)
Procedures for Surrender. (ai) Promptly after After the Effective Time Time, and (A) upon surrender to the Exchange Agent of shares of Company Common Stock (other than Excluded Shares) that are Certificates, by physical surrender of such Certificates (or affidavit of lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in Section 2.2(h)) in accordance with the terms of the letter of transmittal and accompanying instructions, (B) upon the transfer of shares of Company Common Stock (other than Excluded Shares) that are Book Entry Company Shares not held through DTC, in accordance with the terms of the letter of transmittal and accompanying instructions (including the delivery of any event within three Business Days thereafterother documents the Exchange Agent may reasonably require), or (C) upon the transfer of shares of Company Common Stock (other than Excluded Shares) that are Book Entry Company Shares held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s customary procedures and such other customary procedures as agreed by Parent, the Exchange Agent and DTC, the holder of such shares of Company Common Stock shall be entitled to receive in exchange therefor, and Parent and the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Eligible Shares that are (i) Certificates or (ii) Book-Entry Shares notice advising such holders of the effectiveness of the Merger, including (A) appropriate transmittal materials specifying that delivery shall be effected, pay and risk of loss and title to the Certificates or Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transfer of the Book-Entry Shares to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares), such materials to be in such form and have such other provisions as Parent specifies with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transferring the Book-Entry Shares to the Exchange Agent deliver in exchange for thereof as promptly as practicable, (1) the Merger Consideration, cash in lieu aggregate amount of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Shares, Parent and the Company shall cooperate to establish procedures with the Exchange Agent and the holders of Book-Entry Shares to ensure that the Exchange Agent will transmit to such holder or its nominees on the Closing Date (or if the Closing occurs after 11:30 a.m. (New York time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Shares held of record by such holder or its nominees in accordance with customary surrender procedures, the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement.
(b) Upon surrender to the Exchange Agent of Eligible Shares that are Certificates, by physical surrender of such Certificate (or affidavit of loss in lieu of a Certificate, as provided in Section 3.7) or that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the transfer of Book-Entry Shares, in accordance with the terms of the Letter of Transmittal and accompanying instructions or, with respect to Book-Entry Shares, in accordance with customary procedures and such other procedures as agreed by the Company, Parent and the Exchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (i) that number of whole ADSs Cash Consideration that such holder is entitled to receive pursuant to Section 2.1 Section 2.1(a), (2) the number of Certificates of shares of Parent Common Stock or Book Entry Parent Shares representing, in the aggregate, the whole number of shares that such holder has a right to receive pursuant to Section 2.1(a), (3) any dividends or other distributions payable that such holder is entitled to receive pursuant to Section 2.2(d), and (ii) an amount (if any) in immediately available funds of (A4) any cash in lieu of fractional ADSs payable pursuant to Section 3.5 plus (B) any unpaid non-stock dividends and any other dividends or other distributions shares of Parent Common Stock that such holder has the right is entitled to receive pursuant to the provisions of this Article IIISection 2.2(f), in each case after giving effect to any required Tax withholdings as provided in Section 3.8if applicable.
(c) No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares, and any Certificate or ledger entry relating to Book-Entry Shares formerly representing shares of Company Common Stock that have been so surrendered shall be cancelled by the Exchange Agent.
(dii) In the event of a transfer of ownership of certificated Eligible Shares shares of Company Common Stock that is are not registered in the transfer records of the Company, the Exchange Agent may make payment of the proper number amount of ADSs, together with an amount Merger Consideration to such transferee if (if anyA) in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 3.8) the case of cash in lieu Book Entry Company Shares, written instructions authorizing the transfer of fractional ADSs and any dividends or distributions in respect thereof, may be issued or paid to such a transferee if the Certificate formerly representing such Eligible Book Entry Company Shares is are presented to the Exchange Agent, (B) in the case of Certificates, the Certificates formerly representing such shares of Company Common Stock are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Certificates, in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Exchange Agent. Payment If any shares of Parent Common Stock are to be delivered to a Person other than the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person holder in whose name any shares of Company Common Stock are registered, it shall be a condition of such Book-Entry Shares are registered in exchange that the stock Person requesting such delivery shall pay any transfer books or other similar Taxes required by reason of the Company. Until surrendered as contemplated by this Section 3.2transfer of shares of Parent Common Stock to a Person other than the registered holder of any shares of Company Common Stock, each Certificate or shall establish to the satisfaction of Parent and Book-Entry Share the Exchange Agent that such Tax has been paid or is not applicable.
(iii) No interest shall be deemed at paid or accrue on any time after cash payable upon surrender of the Effective Time to represent only shares of Company Common Stock. Any Certificate that has been surrendered shall be cancelled by the right to receive the Merger Consideration in accordance with this Article III, including any amount payable in lieu of fractional ADSs in accordance with Section 3.5, and any dividends or other distributions on ADSs or the underlying Parent Ordinary Shares in accordance with Section 3.3, in each case without interestExchange Agent.
Appears in 1 contract
Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within three Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Eligible Shares that are (i) Certificates or (ii) Book-Entry Shares notice advising such holders of After the effectiveness of the MergerEffective Time, including and (A) appropriate transmittal materials specifying 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 affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transfer of the Book-Entry Shares to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares), such materials to be in such form and have such other provisions as Parent specifies with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transferring the Book-Entry Shares to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Shares, Parent and the Company shall cooperate to establish procedures with the Exchange Agent and the holders of Book-Entry Shares to ensure that the Exchange Agent will transmit to such holder or its nominees on the Closing Date (or if the Closing occurs after 11:30 a.m. (New York time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Shares held of record by such holder or its nominees in accordance with customary surrender procedures, the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement.
(b) Upon surrender to the Exchange Agent of Eligible Shares shares of Company Common Stock (other than Excluded Shares) that are Certificates, by physical surrender of such Certificate Certificates (or affidavit of loss lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in Section 3.72.2(h)) or that are Book-Entry Sharesin accordance with the terms of the letter of transmittal and accompanying instructions, by book-receipt of an “agent’s message” by the Exchange Agent in connection with (B) upon the transfer of Book-shares of Company Common Stock (other than Excluded Shares) that are Book Entry SharesCompany Shares not held through DTC, in accordance with the terms of the Letter letter of Transmittal transmittal and accompanying instructions or(including the delivery of any other documents the Exchange Agent may reasonably require), with respect to Book-or (C) upon the transfer of shares of Company Common Stock (other than Excluded Shares) that are Book Entry SharesCompany Shares held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s customary procedures and such other customary procedures as agreed by the CompanyParent, Parent and the Exchange AgentAgent and DTC, the holder of such Certificate or Book-Entry Share shares of Company Common Stock shall be entitled to receive in exchange therefor therefor, and Parent and the Surviving Corporation shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (i1) that number the aggregate amount of whole ADSs Cash Consideration that such holder is entitled to receive pursuant to Section 2.1 2.1(a), (2) the number of Certificates of shares of Parent Common Stock or Book Entry Parent Shares representing, in the aggregate, the whole number of shares that such holder has a right to receive pursuant to Section 2.1(a), (3) any dividends or other distributions payable that such holder is entitled to receive pursuant to Section 2.2(d), and (ii) an amount (if any) in immediately available funds of (A4) any cash in lieu of fractional ADSs payable pursuant to Section 3.5 plus (B) any unpaid non-stock dividends and any other dividends or other distributions shares of Parent Common Stock that such holder has the right is entitled to receive pursuant to the provisions of this Article IIISection 2.2(f), in each case after giving effect to any required Tax withholdings as provided in Section 3.8if applicable.
(c) No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares, and any Certificate or ledger entry relating to Book-Entry Shares formerly representing shares of Company Common Stock that have been so surrendered shall be cancelled by the Exchange Agent.
(dii) In the event of a transfer of ownership of certificated Eligible Shares shares of Company Common Stock that is are not registered in the transfer records of the Company, the Exchange Agent may make payment of the proper number amount of ADSs, together with an amount Merger Consideration to such transferee if (if anyA) in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 3.8) the case of cash in lieu Book Entry Company Shares, written instructions authorizing the transfer of fractional ADSs and any dividends or distributions in respect thereof, may be issued or paid to such a transferee if the Certificate formerly representing such Eligible Book Entry Company Shares is are presented to the Exchange Agent, (B) in the case of Certificates, the Certificates formerly representing such shares of Company Common Stock are surrendered to the Exchange Agent, and (C) the written instructions, in the case of clause (A), and Certificates, in the case of clause (B), are accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Exchange Agent. Payment If any shares of Parent Common Stock are to be delivered to a Person other than the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person holder in whose name any shares of Company Common Stock are registered, it shall be a condition of such Book-Entry Shares are registered in exchange that the stock Person requesting such delivery shall pay any transfer books or other similar Taxes required by reason of the Company. Until surrendered as contemplated by this Section 3.2transfer of shares of Parent Common Stock to a Person other than the registered holder of any shares of Company Common Stock, each Certificate or shall establish to the satisfaction of Parent and Book-Entry Share the Exchange Agent that such Tax has been paid or is not applicable.
(iii) No interest shall be deemed at paid or accrue on any time after cash payable upon surrender of the Effective Time to represent only shares of Company Common Stock. Any Certificate that has been surrendered shall be cancelled by the right to receive the Merger Consideration in accordance with this Article III, including any amount payable in lieu of fractional ADSs in accordance with Section 3.5, and any dividends or other distributions on ADSs or the underlying Parent Ordinary Shares in accordance with Section 3.3, in each case without interestExchange Agent.
Appears in 1 contract
Procedures for Surrender. (a) Promptly With respect to Certificates, as promptly as reasonably practicable after the Effective Time (and in any event within three Business Days thereafter), the Surviving Corporation Entity shall cause the Exchange Agent to mail to each holder of record of Eligible Shares that are each such Certificate (i) Certificates or (ii) Book-Entry Shares notice advising such holders of the effectiveness of the Merger; (ii) a letter of transmittal in customary form, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares a Certificate shall pass pass, only upon delivery of the Certificates Certificate (or affidavits satisfaction of loss the conditions provided in Section 4.7 in lieu of the Certificates, as provided in Section 3.7a Certificate) or transfer of the Book-Entry Shares to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares), such materials to be in such form and have such other provisions as Parent specifies with approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), ; and (Biii) instructions for surrendering the Certificates a Certificate (or affidavits satisfaction of loss the conditions provided in Section 4.7 in lieu of the Certificates, as provided in Section 3.7a Certificate) or transferring the Book-Entry Shares to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which such holders are entitled pursuant to the terms of this AgreementAgent. With respect to Book-Entry Shares, Parent and the Company shall cooperate to establish procedures with the Exchange Agent and the holders of Book-Entry Shares to ensure that the Exchange Agent will transmit to such holder or its nominees on the Closing Date (or if the Closing occurs after 11:30 a.m. (New York time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Shares held of record by such holder or its nominees in accordance with customary surrender procedures, the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement.
(b) Upon surrender to the Exchange Agent of Eligible Shares that are Certificates, by physical surrender of such a Certificate (or affidavit satisfaction of loss the conditions provided in Section 4.7 in lieu of a Certificate, as provided in Section 3.7) or that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection together with the transfer of Book-Entry Shares, in accordance with the terms of the a duly executed and completed Letter of Transmittal and accompanying instructions or, with respect to Book-Entry Shares, in accordance with customary procedures and such other procedures documents as agreed by may reasonably be required pursuant to such instructions, the Company, Parent and Surviving Entity shall cause the Exchange Agent, the Agent to mail to each holder of record of any such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor therefore, as promptly as reasonably practicable thereafter, (ix) that a statement reflecting the number of whole ADSs shares of Parent Common Stock, if any, that such holder is entitled to receive pursuant to Section 2.1 Article III in the name of such record holder and (iiy) an a check in the amount (if anyafter giving effect to any required Tax withholdings as provided in Section 4.8) in immediately available funds of (A) any cash in lieu of fractional ADSs payable pursuant to Section 3.5 shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Article III, in each case after giving effect to any required Tax withholdings as provided in Section 3.8.
(c) No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares, and any IV. Any Certificate or ledger entry relating to Book-Entry Shares formerly representing shares of Company Common Stock that have has been so surrendered shall be cancelled by the Exchange Agent.
(db) In With respect to Book-Entry Units not held through DTC (each, a “Non-DTC Book-Entry Unit”), as promptly as reasonably practicable after the Effective Time (and in any event within three Business Days thereafter), the Surviving Entity shall cause the Exchange Agent to mail to each holder of record of a transfer Non-DTC Book-Entry Unit (i) a notice advising such holders of ownership the effectiveness of certificated Eligible Shares the Merger; (ii) a statement reflecting the number of whole shares of Parent Common Stock, if any, that such holder is not registered entitled to receive pursuant to Article III in the transfer records name of such record holder; and (iii) a check in the Company, the proper number of ADSs, together with an amount (if any) in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 3.84.8) of (A) any cash in lieu of fractional ADSs and shares plus (B) any unpaid dividends or other distributions in respect thereofthat such holder has the right to receive pursuant to this Article IV. Notwithstanding the foregoing, may be issued or paid to such any holder of an Eligible Unit that is evidenced by both a transferee if Certificate and a book-entry account shall not receive the Certificate formerly representing such Eligible Shares is presented to notice, statement and check contemplated by the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to the Exchange Agent. Payment of the applicable Merger Consideration immediately preceding sentence with respect to Book-Entry Shares such Eligible Unit, but shall only be made to surrender the Person applicable Certificate in whose name such Book-Entry Shares are registered accordance with the procedures set forth in the stock transfer books of the Company. Until surrendered as contemplated by this Section 3.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right 4.2(a) to receive the Merger Consideration in accordance and any other amounts due under this Agreement with this Article III, including any amount payable in lieu of fractional ADSs in accordance with Section 3.5respect to such Eligible Unit, and any dividends no additional Merger Consideration or other distributions on ADSs amounts under this Agreement will accrue or be payable to the underlying Parent Ordinary Shares in accordance with Section 3.3, in each case without interestbook-entry account for such Eligible Unit.
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Sources: Merger Agreement (Tc Pipelines Lp)
Procedures for Surrender. (ai) Promptly As promptly as practicable after the Effective Time (and in any event event, within three (3) Business Days thereafter), the Surviving Corporation Parent shall cause the Exchange Agent to mail to each former holder of record of Eligible Shares that are (i) Certificates or (ii) Book-Entry Shares notice advising such holders as of the effectiveness Effective Date a letter of transmittal (the “Letter of Transmittal”) for the purpose facilitating the exchange of the MergerShares for the Merger Consideration. The Letter of Transmittal shall—
(1) contain a representation of the former holder of the Shares to which the Letter of Transmittal relates that it is an Accredited Investor and other such representations as are customary for the issuance of securities in a private placement without registration under the Securities Act;
(2) if the Shares are represented by one or more certificates, including (A) appropriate transmittal materials specifying specify that delivery of such certificates shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares certificates shall pass pass, only upon delivery surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transfer of the Book-Entry Shares such certificates to the Exchange Agent Agent;
(including customary 3) if the Shares are represented by one or more certificates, provide instructions for effecting the surrender of the certificates in exchange for payment of the Merger Consideration;
(4) allow the holders of the Shares to specify instructions for payment of the cash portion of the Merger Consideration by wire transfer;
(5) contain a release of the Company, the Surviving Company and their Affiliates by the former holder of the Shares to which the Letter of Transmittal relates, to the maximum extent allowed by law, for matters, if any, arising in connection with or relating to the ownership of the Shares;
(6) be accompanied by a substitute Form W-9, together with instructions for completing the Form W-9 or for obtaining and submitting, if applicable, a Form W-8;
(7) if the Letter of Transmittal is delivered by a Major Stockholder, contain a consent of such Major Stockholder to the provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares)Section 1.3, such materials to Section 2.4 and Article VIII;
(8) otherwise be in such form and have such other provisions as Parent specifies or the Exchange Agent may reasonably specify.
(ii) Upon delivery of a Letter of Transmittal with approval respect to the Shares, duly executed and in proper form, and, if the Shares are represented by one or more certificates, surrender of the Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions certificates for surrendering the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transferring the Book-Entry Shares cancellation to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Shares, Parent and the Company shall cooperate to establish procedures with the Exchange Agent and the holders of Book-Entry Shares to ensure that the Exchange Agent will transmit to such holder other agent or its nominees on the Closing Date (or if the Closing occurs after 11:30 a.m. (New York time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Shares held of record agents as may be appointed by such holder or its nominees in accordance with customary surrender procedures▇▇▇▇▇▇, the Merger Consideration, cash in lieu of fractional ADSs, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement.
(b) Upon surrender to the Exchange Agent of Eligible Shares that are Certificates, by physical surrender of such Certificate (or affidavit of loss in lieu of a Certificate, as provided in Section 3.7) or that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the transfer of Book-Entry Shares, in accordance with the terms of the Letter of Transmittal and accompanying instructions or, with respect to Book-Entry Shares, in accordance with customary procedures and such other procedures as agreed by the Company, Parent and the Exchange Agent, the former holder of such Certificate or Book-Entry Share Shares shall be entitled to receive in exchange therefor (i) that number of whole ADSs that the Merger Consideration for each Share. Any such holder is entitled to receive pursuant to Section 2.1 and (ii) an amount (if any) in immediately available funds of (A) any cash in lieu of fractional ADSs payable pursuant to Section 3.5 plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Article III, in each case after giving effect to any required Tax withholdings as provided in Section 3.8certificates so surrendered shall forthwith be cancelled.
(ciii) No interest will The Parent Common Stock included in the Merger Consideration shall be paid or accrued issued in direct registration on any amount payable upon due surrender the books and records of Eligible Sharesthe Parent Transfer Agent, and any Certificate or ledger entry relating to Book-Entry Shares formerly representing shares of Company Common Stock that have been so surrendered shall not be represented by certificates, and shall be cancelled by restricted as to transfer under the Exchange AgentUnited States federal securities laws as having been issued in a private placement without registration under the Securities Act. Appropriate notation shall be made on the books and records of the transfer agent reflecting such restrictions on transfer.
(div) In the event of a transfer of ownership of certificated Eligible Shares that is not registered in the transfer records of the CompanyThe Merger Consideration, the proper number of ADSswhen paid, together with an amount (if any) in immediately available funds (after giving effect shall be deemed to any required Tax withholdings as provided in Section 3.8) of cash in lieu of fractional ADSs and any dividends or distributions in respect thereof, may be issued or paid to such a transferee if the Certificate formerly representing such Eligible Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory full satisfaction of all rights pertaining to the Exchange Agent. Payment Shares in respect of the applicable which Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books of the Company. Until surrendered as contemplated by this Section 3.2, each Certificate 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 accordance with this Article III, including any amount payable in lieu of fractional ADSs in accordance with Section 3.5, and any dividends or other distributions on ADSs or the underlying Parent Ordinary Shares in accordance with Section 3.3, in each case without interestwas paid.
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