Treatment of Unexchanged Shares. No dividends or other distributions, if any, with a record date after the First Effective Time with respect to Parent Common Stock, shall be paid to the holder of any unsurrendered share of Company Common Stock to be converted into the right to receive shares of Parent Common Stock pursuant to Section 3.1(a)(i) until such holder shall surrender such share in accordance with this Section 3.2. After the surrender in accordance with this Section 3.2 of a share of Company Common Stock to be converted into the right to receive shares of Parent Common Stock pursuant to Section 3.1(a)(i), the holder thereof shall be entitled to receive (in addition to the Transaction Consideration and the Fractional Share Cash Amount payable to such holder pursuant to this Article III) any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the Parent Common Stock issuable in respect of such share of Company Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Surgical Care Affiliates, Inc.), Agreement and Plan of Reorganization (Synageva Biopharma Corp), Agreement and Plan of Reorganization (Alexion Pharmaceuticals Inc)
Treatment of Unexchanged Shares. No dividends or other distributions, if any, with a record date after the First Effective Time with respect to Parent Common Stock, shall be paid to the holder of any unsurrendered share of Company Common Stock to be converted into the right to receive cash and shares of Parent Common Stock pursuant to Section 3.1(a)(i2.1(a)(iii) until such holder shall surrender such share in accordance with this Section 3.22.3. After the surrender in accordance with this Section 3.2 2.3 of a share of Company Common Stock to be converted into the right to receive cash and shares of Parent Common Stock pursuant to Section 3.1(a)(i2.1(a)(iii), the holder thereof shall be entitled to receive (in addition to the Transaction Merger Consideration and the Fractional Share Cash Amount payable to such holder pursuant to this Article IIIII) any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the share of Parent Common Stock issuable in respect of represented by such share of Company Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.), Agreement and Plan of Merger (Coherent Inc)
Treatment of Unexchanged Shares. No dividends or other distributions, if any, with a record date at or after the First Effective Time with respect to Parent Common Stock, shall be paid to the holder of any unsurrendered share of Company Common Stock to be converted into the right to receive Merger Consideration that includes shares of Parent Common Stock pursuant to Section 3.1(a)(i2.1(a)(iii) unless and until such holder shall surrender such share in accordance with this Section 3.22.2. After the surrender in accordance with this Section 3.2 2.2 of a share of Company Common Stock to be converted into the right to receive shares of Parent Common Stock pursuant to Section 3.1(a)(i2.1(a)(iii), the holder thereof shall be entitled to receive (in addition to the Transaction Merger Consideration and the Fractional Share Cash Amount payable to such holder pursuant to this Article IIIII) any such (i) the amount of dividends or other distributions, without any interest thereon, which with a record date after the Effective Time theretofore had become payable paid with respect to the such whole shares of Parent Common Stock issuable in respect of such share of Company Common Stock., and
Appears in 1 contract
Treatment of Unexchanged Shares. No dividends or other distributions, if any, with a record date after the First Effective Time with respect to Parent NewCo Class A Common Stock, shall be paid to the holder of any unsurrendered share of Company Common Stock to be converted into the right to receive shares of Parent NewCo Class A Common Stock pursuant to Section 3.1(a)(i2.1(a)(iii) until such holder shall surrender such share in accordance with this Section 3.22.3. After the surrender in accordance with this Section 3.2 2.3 of a share of Company Common Stock to be converted into the right to receive shares of Parent NewCo Class A Common Stock pursuant to Section 3.1(a)(i2.1(a)(iii), the holder thereof shall be entitled to receive (in addition to the Transaction Merger Consideration and the Fractional Share Cash Amount payable to such holder pursuant to this Article IIIII) any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the Parent share of NewCo Class A Common Stock issuable in respect of represented by such share of Company Common Stock.
Appears in 1 contract
