Common use of Book-Entry Shares Clause in Contracts

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article 2. In lieu thereof, each holder of record of one or more Book-Entry Shares whose Company Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.05 shall automatically upon the First Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the First Effective Time, (A) cash in an amount equal to the Per Share Cash Amount multiplied by the number of Company Shares previously represented by such Book-Entry Shares, (B) the number of Parent Shares (which shall be in book-entry form) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant to Section 2.05(a)(ii) (after taking into account all other Company Shares held by such holder that are converted into the Merger Consideration), (C) any dividends or distributions payable pursuant to Section 2.10(c)(ii) and (D) cash in respect of any fractional shares payable pursuant to Section 2.07, and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any no holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article 2Section 4.1(a). In lieu thereof, each holder of record of one or more Book-Entry Shares whose Company Shares were converted into the right to receive the Per Share Merger Consideration and any dividends or other distributions payable thereon pursuant to Section 2.05 4.3(c) shall automatically upon the First Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the First Effective Time, in respect of each Book-Entry Share (A) cash in an amount equal to the Per Share Cash Amount multiplied by the that number of Company Shares previously represented by such Book-Entry Shares, (B) the number whole shares of Parent Shares Common Stock (which shall be in non-certificated book-entry formform unless a physical certificate is requested by such holder of record) representingthat such holder is entitled to receive in respect of such holder’s Book-Entry Shares pursuant to Section 4.2(f), if any, and (B) a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.4) equal to (x) the aggregateamount of cash (consisting of the Per Share Cash Consideration and cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 4.3(e)), the whole number if any, that such holder is entitled to receive in respect of shares such holder’s Book-Entry Shares pursuant to Section 4.2(f), plus (y) any cash dividends and other distributions that such holder has the right to receive in respect of such Book-Entry Shares pursuant to Section 2.05(a)(ii) (after taking into account all other Company Shares held by such holder that are converted into the Merger Consideration4.3(c), (C) any dividends or distributions payable pursuant to Section 2.10(c)(ii) and (D) cash in respect of any fractional shares payable pursuant to Section 2.07, and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive in respect of such Book-Entry Shares pursuant to this Article 2II. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Shares Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.05 2.1 shall automatically upon the First Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the First Effective Time, (A) cash in an amount equal to the Per Share Cash Amount multiplied by the number of shares of Company Shares Common Stock previously represented by such Book-Entry Shares, (B) the number of shares of Parent Shares Common Stock (which shall be in book-entry formform unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant to Section 2.05(a)(ii2.1(b) (after taking into account all other Company Book-Entry Shares held converted by such holder that are converted into the Merger Considerationpursuant to this Section 2.5(b)(ii)), (C) any dividends or other distributions payable in respect of such whole number of Book-Entry Shares pursuant to Section 2.10(c)(ii2.5(c)(ii) and (D) cash in respect lieu of any fractional shares payable pursuant to Section 2.072.3, and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article 2II. In lieu thereofParent shall instruct the Paying Agent to mail, as soon as reasonably practicable (but no later than three Business Days) following the Effective Time, to each holder of record of one or more Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(b), (i) a letter of transmittal (which shall be in such form and have such other provisions as the Company and Parent shall mutually agree) and (ii) instructions for use in effecting the surrender of the Book-Entry Shares in exchange for the Merger Consideration. Upon delivery of such letter of transmittal to the Paying Agent, duly executed, and such other documents as may reasonably be required by Parent or the Paying Agent, each holder of record of one or more Book-Entry Shares whose shares of Company Shares Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.05 2.1(b) shall automatically upon the First Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receivereceive in exchange therefor, and Parent and the Surviving Corporation shall cause the Exchange Paying Agent to pay and deliver in exchange thereof as promptly as practicable after practicable, the First Effective Time, (A) cash in an amount equal to the Per Share Cash Amount multiplied by (x) the number of shares of Company Shares previously Common Stock represented by such Book-Entry Shares, Shares multiplied by (By) the number of Parent Shares (which shall be in book-entry form) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant to Section 2.05(a)(ii) (after taking into account all other Company Shares held by such holder that are converted into the Merger Consideration), (C) any dividends or distributions payable pursuant to Section 2.10(c)(ii) and (D) cash in respect of any fractional shares payable pursuant to Section 2.07, and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article 2II. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Shares Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.05 2.1 shall automatically upon the First Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the First Effective Time, (A) cash in an amount equal to the Per Share Cash Amount multiplied by the number of shares of Company Shares Common Stock previously represented by such Book-Entry Shares, (B) the number of shares of Parent Shares Common Stock (which shall be in book-entry formform unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant to Section 2.05(a)(ii2.1(b) (after taking into account all other Company Book-Entry Shares held converted by such holder that are converted into the Merger Considerationpursuant to this Section 2.5(b)(ii)), (C) any dividends or distributions payable pursuant to Section 2.10(c)(ii2.5(c)(ii) and (D) cash in respect lieu of any fractional shares payable pursuant to Section 2.072.3, and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any no holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Per Share Consideration that such holder is entitled to receive pursuant to this Article 2Section 4.1(a). In lieu thereof, each holder of record of one or more Book-Entry Shares whose Company Shares were converted into the right to receive the Merger Per Share Consideration and any dividends or other distributions payable thereon pursuant to Section 2.05 4.2(c) shall automatically upon the First Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the First Effective TimeTime (and in any event within five (5) business days thereafter), in respect of each Book-Entry Share (A) cash in an amount equal to the Per Share Cash Amount multiplied by the that number of Company Shares previously represented by such Book-Entry Shares, (B) the number whole shares of Parent Shares Common Stock (which shall be in non-certificated book-entry formform unless a physical certificate is requested by such holder of record) representingthat such holder is entitled to receive as Per Share Stock Consideration in respect of such holder’s Book-Entry Shares pursuant to this Article IV, if any, (B) a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.3) equal to the aggregateamount of cash (consisting of the Per Share Cash Consideration and cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 4.2(e)), the whole number if any, that such holder is entitled to receive in respect of shares such holder’s Book-Entry Shares pursuant to this Article IV, and (C) any dividends and other distributions that such holder has the right to receive in respect of such Book-Entry Shares pursuant to Section 2.05(a)(ii) (after taking into account all other Company Shares held by such holder that are converted into the Merger Consideration4.2(c), (C) any dividends or distributions payable pursuant to Section 2.10(c)(ii) and (D) cash in respect of any fractional shares payable pursuant to Section 2.07, and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any no holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article 2II. In lieu thereof, each holder of record of one or more Book-Entry Shares whose Company Common Shares were converted into the right to receive the Merger Consideration and any dividends or other distributions payable thereon pursuant to Section 2.05 2.04(c) shall automatically upon the First Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent Purchaser shall cause the Exchange Agent to pay and deliver as promptly as practicable after the First Effective Time, in respect of each Company Common Share (A) cash in an amount equal to the Per Share Cash Amount multiplied by the number of Company Shares previously represented by such Book-Entry SharesAmount, (B) the number of Parent whole Purchaser Common Shares (which shall be in uncertificated book-entry formform unless a physical certificate is requested by such holder of record) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant to Section 2.05(a)(ii2.01(c) (after taking into account all other Company Eligible Shares then held by such holder that are converted into the Merger Considerationholder), (C) any dividends or distributions payable pursuant to Section 2.10(c)(ii2.04(c) and (D) cash in respect lieu of any fractional shares payable pursuant to Section 2.072.04(h), and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article 2. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Shares Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.05 shall automatically upon the First Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the First Effective Time, (A) cash in an amount equal to the Per Share Cash Amount multiplied by the number of shares of Company Shares Stock previously represented by such Book-Entry Shares, (B) the number of shares of Parent Shares Common Stock (which shall be in book-entry formform unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant to Section 2.05(a)(ii2.05(b) (after taking into account all other Company Book-Entry Shares held converted by such holder that are converted into the Merger Considerationpursuant to this Section 2.08(b)(ii)), (C) any dividends or distributions payable pursuant to Section 2.10(c)(ii2.08(c)(ii) and (D) cash in respect lieu of any fractional shares payable pursuant to Section 2.07, and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article 2. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Shares Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.05 shall automatically upon the First Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the First Effective Time, (A) cash in an amount equal to the Per Share Cash Amount multiplied by the number of shares of Company Shares Stock previously represented by such Book-Entry Shares, (B) the number of shares of Parent Shares Common Stock (which shall be in book-entry formform unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant to Section 2.05(a)(ii2.05(b) (after taking into account all other Company Book-Entry Shares held converted by such holder that are converted into the Merger Considerationpursuant to this Section 2.09(b)(ii)), (C) any dividends or distributions payable pursuant to Section 2.10(c)(ii2.09(c)(ii) and (D) cash in respect lieu of any fractional shares payable pursuant to Section 2.07, and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any holder of Company Book-Entry Shares shall not be required to deliver a Company Certificate or an executed letter Letter of transmittal Transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article 2II. In lieu thereof, each holder of record of one or more Company Book-Entry Shares whose shares of Company Shares Capital Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.05 shall automatically upon the First Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the First Effective Time, in respect of each share of Company Capital Stock (A) cash in an amount equal to the Per Share Cash Amount multiplied by the number of Company Shares previously represented by such Book-Entry Shares, (B) the number or shares of Parent Shares Common Stock (which shall be in uncertificated book-entry formform unless otherwise determined by Parent) representing, in the aggregate, (x) ninety percent (90%) of the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant to Section 2.05(a)(ii2.1(b) and (y) one hundred percent (100%) of the whole number of shares that such holder has the right to receive pursuant to Section 2.1(h) (after taking into account all other Company Shares shares then held by such holder that are converted into and rounding such amount of shares down to the Merger Considerationnearest whole share), (B) subject to Section 2.4(c) and Article VII, the number of whole shares of Parent Common Stock (which shall be in non-certificated book entry form unless determined otherwise by Parent) representing, in the aggregate, such holder’s amount of Escrow Shares, which shall not be distributed to such holder but instead shall be deposited in the Escrow Account pursuant to Section 2.4(c), (C) any dividends or distributions payable pursuant to Section 2.10(c)(ii) 2.2 and (D) cash in respect lieu of any fractional shares payable pursuant to Section 2.072.3, and the Company Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Sharescanceled.