Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to the Merger who have not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Rockwell Collins Inc), Agreement and Plan of Merger (United Technologies Corp /De/), Agreement and Plan of Merger (Exact Sciences Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund which (including the proceeds of any investments thereof) that remains undistributed to the former holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee upon demand, and any such former holders prior to the Merger of Shares who have not theretofore complied with this Article II III shall thereafter look only to Parent as general creditor thereof for payment of their claims claim for the Merger Consideration Consideration, any cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.1(d) and any dividends or distributions with respect pursuant to Parent Common Stock as contemplated by Section 2.2(d3.2(c).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (GenOn Energy, Inc.), Agreement and Plan of Merger (iSatori, Inc.), Agreement and Plan of Merger (Fitlife Brands, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or Company Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to of the Merger Certificates or Company Book-Entry Shares who have not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims claim for Merger Consideration Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Stock.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Applera Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to of the Merger Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims claim for Merger Consideration Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Alltel Corp), Agreement and Plan of Merger (Western Wireless Corp), Agreement and Plan of Merger (Stanton John W)
Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall will be delivered to the Parent or its designee Corporation upon demand, and any such holders prior to the Merger each holder of Company Common Stock who have has not theretofore complied surrendered Certificates in accordance with the provisions of this Article II shall 3 will thereafter look only to the Parent as general creditor thereof Corporation for payment satisfaction of their such holder's claims for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d).shares of Parent
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CFM Technologies Inc), Agreement and Plan of Merger (Mattson Technology Inc), Agreement and Plan of Merger (CFM Technologies Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior former holder of Company Common Stock entitled to the payment of Merger Consideration who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration and without any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (PPD, Inc.)
Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders shareholders of the Certificates or Book-Entry Shares Company for one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to former shareholders of the Merger Company who have not theretofore previously complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims claim for Merger Consideration Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock, and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (21st Century Telecom Group Inc), Agreement and Plan of Merger (RCN Corp /De/)
Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders stockholders of the Certificates or Book-Entry Shares Company for one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to stockholders of the Merger Company who have not theretofore previously complied with this Article II Section 2.2 shall thereafter look only to Parent as general creditor thereof for payment of their claims claim for Merger Consideration Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tellabs Inc), Agreement and Plan of Merger (Coherent Communications Systems Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to of the Merger Certificates or Book-Entry Shares who have not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims claim for the Merger Consideration Consideration, and any distributions and dividends or distributions with respect paid pursuant to Parent Common Stock as contemplated by Section 2.2(d) and Section 5.16 and any cash paid in lieu of fractional shares pursuant to Section 2.2(f)(ii)).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Windstream Holdings, Inc.), Agreement and Plan of Merger (EarthLink Holdings Corp.)
Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall will be delivered to the Parent or its designee Corporation upon demand, and any such holders prior to the Merger each holder of Company Common Stock who have has not theretofore complied surrendered Certificates in accordance with the provisions of this Article II shall 3 will thereafter look only to the Parent as general creditor thereof Corporation for payment satisfaction of their such holder's claims for Merger Consideration shares of Parent Common Stock and any dividends or distributions payable in accordance with respect to Parent Common Stock as contemplated by the provisions of Section 2.2(d3.2(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Dynamics Corp), Agreement and Plan of Merger (Gulfstream Aerospace Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Company Certificates or Book-Entry Shares for one six (16) year months after the Effective Time shall will be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger of Company Certificates or Book-Entry Shares who have not theretofore complied with this Article II shall may thereafter look only to Parent as general creditor thereof for payment of their claims claim for Merger Consideration and any dividends or distributions distributions, if any, with respect to Parent Common Stock as contemplated by Section 2.2(d)and any cash in lieu of fractional shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Spartech Corp), Agreement and Plan of Merger (Polyone Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Company Certificates or Book-Entry Shares for one (1) year twelve months after the Effective Time shall will be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger of Company Certificates or Book-Entry Shares who have not theretofore complied with this Article II shall may thereafter look only to Parent as general creditor thereof for payment of their claims claim for Merger Consideration and any dividends or distributions distributions, if any, with respect to Parent Common Stock as contemplated by Section 2.2(d)and any cash in lieu of fractional shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alpha Natural Resources, Inc.), Agreement and Plan of Merger (Cleveland Cliffs Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders stockholders of the Certificates or Book-Entry Shares Company for one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to stockholders of the Merger Company who have not theretofore complied with this Article II I shall thereafter look only to Parent as general creditor thereof for payment of their claims claim for Merger Consideration Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Physician Reliance Network Inc), Agreement and Plan of Merger (American Oncology Resources Inc /De/)
Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Company Certificates or Book-Entry Shares for one (1) year twelve months after the Effective Time shall will be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger of Company Certificates or Book-Entry Shares who have not theretofore complied with this Article II shall may thereafter look only to Parent as general creditor thereof for payment of their claims claim for Merger Consideration and any dividends or distributions distributions, if any, with respect to Parent Common Stock as contemplated by Section 2.2(d)and any cash in lieu of fractional shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Schulman a Inc), Agreement and Plan of Merger (Ico Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to the Merger who have not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d2.2(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Middleby Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to the Merger of Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims claim for the Merger Consideration Consideration, any cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.4(e) and any dividends or distributions with respect pursuant to Parent Common Stock as contemplated by Section 2.2(d)2.3, in each case without interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tierone Corp), Agreement and Plan of Merger (Tierone Corp)
Termination of Exchange Fund. Any portion of ----------------------------- the Exchange Fund which remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year six months after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior to of the Merger Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims claim for Merger Consideration Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Stock.
Appears in 1 contract
Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Company Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to of the Merger Certificates or Company Book-Entry Shares who have not theretofore complied with this Article II shall thereafter look only to Parent for payment of, and only as a general creditor thereof for payment of thereof, their claims claim for Merger Consideration Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PAETEC Holding Corp.)
Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee upon demand, and any such holders prior to the Merger who have not theretofore complied with this Article II shall thereafter look only to Parent as general creditor creditors thereof for payment payment, without interest, of their claims for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d2.3(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Flavors & Fragrances Inc)
Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior former holder of Company Common Stock entitled to payment of the Merger Consideration who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for the Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Consideration.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Triple-S Management Corp)
Termination of Exchange Fund. Any portion of the Exchange Fund which that remains undistributed to the holders of the Certificates or Book-Entry Shares for one (1) year after the Effective Time shall be delivered to Parent or its designee Parent, upon demand, and any such holders prior former holder of Company Common Stock entitled to the payment of Merger Consideration who have has not theretofore complied with this Article II shall thereafter look only to Parent as general creditor thereof for payment of their claims its claim for Merger Consideration and any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.2(d)Consideration.
Appears in 1 contract
