Common use of Treatment of Unexchanged Shares Clause in Contracts

Treatment of Unexchanged Shares. No dividends or other distributions, if any, with a record date at or after the Effective Time with respect to Parent Common Shares, shall be paid to the holder of any unsurrendered share of Company Common Stock to be converted into Parent Common Shares and Cash Consideration, if applicable, pursuant to Section 2.1(a)(iii) until such holder shall surrender such share in accordance with this Section 2.2. After the surrender in accordance with this Section 2.2 of shares of Company Common Stock to be converted into Parent Common Shares and Cash Consideration, if applicable, pursuant to Section 2.1(a)(iii), the holder thereof shall be entitled to receive (in addition to the applicable portion of the Merger Consideration and any Fractional Share Cash Amount payable to such holder pursuant to this Article II) (i) at the time of any such surrender, any such dividends or other distributions with a record date at or after the Effective Time, without any interest thereon, which theretofore had become payable with respect to the Parent Common Share represented by such shares of Company Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distribution with a record date at or after the Effective Time and a payment date subsequent to such surrender payable with respect to the number of whole Parent Common Shares into which such shares of Company Common Stock are converted pursuant to Section 2.1(a)(iii).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (QLT Inc/Bc), Agreement and Plan of Merger (Insite Vision Inc)

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Treatment of Unexchanged Shares. No dividends or other distributions, if any, distributions declared or made with respect to United Common Stock with a record date at or after the Effective Time with respect to Parent Common Shares, shall be paid to the holder of any unsurrendered share Certificate with respect to the shares of Company United Common Stock deliverable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to be converted into Parent Common Shares and Cash Consideration, if applicable, any such holder pursuant to Section 2.1(a)(iii) 2.2(e), until the surrender of such holder shall surrender such share Certificate in accordance with this Section 2.2Article II. After the Subject to escheat or other applicable Law, following surrender in accordance with this Section 2.2 of shares of Company Common Stock any such Certificate, there shall be paid to be converted into Parent Common Shares and Cash Consideration, if applicable, pursuant to Section 2.1(a)(iii), the holder thereof shall be entitled to receive (in addition to the applicable portion of the Merger Consideration and any Fractional Share Cash Amount payable to such holder pursuant to this Article II) Certificate, without interest, (i) at the time of any such surrender, the amount of any cash payable in lieu of a fractional share of United Common Stock that such holder has the right to receive pursuant to Section 2.2(e) and the amount of dividends or other distributions with a record date at or after the Effective Time, without any interest thereon, which Time theretofore had become payable paid with respect to the Parent Common Share represented by such number of whole shares of Company United Common Stock that such holder has the right to receive pursuant to Section 2.1(a)(iii), and (ii) at the appropriate payment date, the amount of dividends or other distribution distributions with a record date at or after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to the such number of whole Parent Common Shares into which such shares of Company United Common Stock are converted that such holder has the right to receive pursuant to Section 2.1(a)(iii).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ual Corp /De/), Agreement and Plan of Merger (Continental Airlines Inc /De/)

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Treatment of Unexchanged Shares. No dividends or other distributions, if any, distributions declared or made with respect to Parent Stock with a record date at or after the Effective Time with respect to Parent Common Shares, shall be paid to the holder of any unsurrendered share Certificate that was not surrendered prior to the Effective Time (an “Unsurrendered Certificate,”), and no cash payment in lieu of Company Common Stock fractional shares shall be paid to be converted into Parent Common Shares and Cash Consideration, if applicable, any such holder pursuant to Section 2.1(a)(iii) 2.2(f), in each case, until the surrender of such holder shall surrender such share Unsurrendered Certificate in accordance with this Section 2.2Article II. After the Subject to escheat or other applicable Law, following surrender in accordance with this Section 2.2 of shares of Company Common Stock any such Unsurrendered Certificate, there shall be paid to be converted into Parent Common Shares and Cash Consideration, if applicable, pursuant to Section 2.1(a)(iii), the holder thereof shall be entitled to receive (in addition to the applicable portion of the Merger Consideration and any Fractional Share Cash Amount payable to such holder pursuant to this Article II) thereof, without interest, (i) at the time of any such surrender, (x) the amount of any cash that such holder has the right to receive pursuant to Section 2.2(f) and (y) the amount of dividends or other distributions with a record date at or after the Effective Time, without any interest thereon, which Time theretofore had become payable paid with respect to the Parent Common Share represented by such number of whole shares of Company Common Parent Stock issuable in exchange for such Unsurrendered Certificate under Section 2.1 and (ii) at the appropriate payment date, the amount of dividends or other distribution distributions with a record date at or after the Effective Time but prior to such surrender and a payment date subsequent to such surrender surrender, payable with respect to the number of whole Parent Common Shares into which such shares of Company Common Parent Stock are converted pursuant to issuable in exchange for such Unsurrendered Certificate under Section 2.1(a)(iii)2.1.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Parametric Sound Corp)

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