Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent in accordance with the terms of such transmittal materials, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional 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, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacwest Bancorp), Agreement and Plan of Merger (Square 1 Financial Inc)
Exchange Procedures. Promptly after the Merger I Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder record holder, as of record the Merger I Effective Time, of an outstanding Certificate that immediately prior to the Merger I Effective Time represented shares of Company Common Shares (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss to the Exchange Agent, and shall be in lieu thereof, as provided in Section 3.03(f)customary form and agreed to by Parent and the Company prior to the Merger I Effective Time) and (ii) instructions for surrendering use in effecting the surrender of the Certificates (or affidavits in exchange for the Merger Consideration payable in respect of loss in lieu thereof) the shares of Company Common Stock represented by such Certificates. Promptly after the Merger I Effective Time, upon surrender of Certificates for cancellation to the Exchange Agent (together with such materials letters of transmittal, properly completed and instructions duly executed, and such other documents as may be required pursuant to include customary provisions with respect to delivery such instructions, the holders of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent Certificates and the Company may reasonably agree). Upon the surrender holders of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares Certificates who previously surrendered Certificates to the Exchange Agent in accordance with the terms of such transmittal materials, the holder of such Certificate or Book-Entry Shares properly completed and duly executed Election Forms shall be entitled to receive in exchange therefor (xA) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check representing, in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu aggregate, the whole number of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions of Parent Common Stock that such holder has the right to receive pursuant to Section 2.3 (after taking into account all shares of Company Common Stock then held by such holder) and (B) a check in the provisions amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to Section 2.3 and this Article IIIII, including cash payable in lieu of any fractional Parent Common Stock pursuant to Section 2.6(e) and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelleddividends and other distributions pursuant to Section 2.6(c). No interest will shall be paid or accrued on any amount Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable upon due surrender to holders of the Certificates or Book-Entry SharesCertificates. In the event of a transfer of ownership of Shares that shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number Merger Consideration payable in respect of such shares of Parent Company Common Stock, together with a check for any cash to Stock may be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such exchange shall pay to evidence the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration in any name other than that any applicable stock transfer taxes of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not applicablepayable. Until surrendered as contemplated by this Section 2.6, each Certificate other than Certificates representing Appraisal Shares shall be deemed at any time after the Merger I Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate, cash in lieu of any fractional Parent Common Stock to which such holder is entitled pursuant to Section 2.6(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.6(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Houston Exploration Co), Agreement and Plan of Merger (Forest Oil Corp)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) notice advising such holders holder, as of the effectiveness Effective Time, of an outstanding Certificate that immediately prior to the Merger, including appropriate Effective Time represented shares of Company Common Stock (i) a letter of transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss to the Exchange Agent, and shall be in lieu thereof, as provided in Section 3.03(f)customary form and agreed to by Parent and the Company prior to the Effective Time) and (ii) instructions for surrendering use in effecting the surrender of the Certificates (or affidavits in exchange for the Merger Consideration payable in respect of loss in lieu thereof) the shares of Company Common Stock represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates for cancellation to the Exchange Agent (together with such materials letters of transmittal, properly completed and instructions duly executed, and such other documents as may be required pursuant to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and instructions, the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent in accordance with the terms holders of such transmittal materials, the holder of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (xA) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check representing, in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu aggregate, the whole number of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions of Parent Common Stock that such holder has the right to receive pursuant to Section 2.1 (after taking into account all shares of Company Common Stock then held by such holder) and (B) a check in the provisions amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to Section 2.1 and this Article IIIII, including cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.4(e) and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelleddividends and other distributions pursuant to Section 2.4(c). No interest will shall be paid or accrued on any amount Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable upon due surrender to holders of the Certificates or Book-Entry SharesCertificates. In the event of a transfer of ownership of Shares that shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number Merger Consideration payable in respect of such shares of Parent Company Common Stock, together with a check for any cash to Stock may be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such exchange shall pay to evidence the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration in any name other than that any applicable stock transfer taxes of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not applicablepayable. Until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stone Energy Corp), Agreement and Plan of Merger (Bois D Arc Energy, Inc.)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a Certificate, Company Stock Option and Company Stock Purchase Warrant (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificates, Company Stock Options and Company Stock Purchase Warrants shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereofCertificates, as provided in Section 3.03(f)) Company Stock Options and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) Company Stock Purchase Warrants to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company Buyer may reasonably agree). Upon specify) and (ii) instructions for effecting the surrender of the Certificates, Company Stock Options and Company Stock Purchase Warrants in exchange for each holder’s respective Merger Consideration or Option Consideration. Upon surrender of a Certificate (Certificate, Company Stock Option or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares Company Stock Purchase Warrant for cancellation to the Exchange Agent in accordance or to such other agent or agents as may be appointed by the Buyer, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the terms of such transmittal materialsExchange Agent, the holder of such Certificate or Book-Entry Shares each Certificate, Company Stock Option and Company Stock Purchase Warrant shall be entitled to receive in exchange therefor cash representing (xi) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that Shares evidenced by such holder is entitled to receive pursuant to this Article III and (y) a check in Certificate multiplied by the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional 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 IIIMerger Consideration, and the Certificate or Book-Entry Shares so surrendered shall forthwith immediately be cancelled. No interest will be paid ; and/or (ii) the Option Consideration payable with respect to the surrendered Company Stock Option or accrued on any amount payable upon due surrender of the Certificates or Book-Entry SharesCompany Stock Purchase Warrant. In the event of a transfer of ownership of Shares that which is not registered in the transfer records of the Company, a certificate the payment representing the proper number of shares of Parent Common Stock, together with a check for any cash Merger Consideration payable to the registered holder may be paid upon due surrender of to a person other than the Certificateperson in whose name the Certificate so surrendered is registered, may be issued and/or paid if such Certificate is presented to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid paid. Until surrendered as contemplated by this Section 3.2, each Certificate, Company Stock Option and Company Stock Purchase Warrant shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the payment contemplated by this Section 3.2 or are not applicableSection 7.8(b), as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sinoenergy CORP), Agreement and Plan of Merger (Sinoenergy CORP)
Exchange Procedures. Promptly after the Effective Time As promptly as reasonably practicable (and in any event within five no more than ten (510) Business Days thereafter)Days) after the Effective Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than holders the “Certificates”) (i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of the shares of Company Common Stock represented by such form and have such provisions as Parent and the Company may reasonably agree)Certificates. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance together with the terms such letter of transmittal, properly completed and duly executed, and such transmittal materialsother documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence the Merger Consideration payable in respect of shares in book-entry form, as applicable) representing that number of whole the shares of Parent Company Common Stock that represented by such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any Certificate, cash in lieu of fractional shares plus (Bof Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) any unpaid non-stock dividends and any other dividends or other distributions that to which such holder has the right to receive is entitled pursuant to the provisions of this Article IIISection 2.2(c), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest will shall be paid or accrued shall accrue on any amount Cash Consideration, cash in lieu of fractional shares or unpaid dividends and distributions payable upon due surrender to holders of the Certificates or Book-Entry SharesCertificates. In the event of a transfer of ownership of Shares that shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number Merger Consideration payable in respect of such shares of Parent Company Common Stock, together with a check for any cash to Stock may be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes Taxes have been paid paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or are not applicableother distributions to which such holder is entitled pursuant to Section 2.2(c), in each case, without any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Integrated Circuit Systems Inc), Agreement and Plan of Merger (Integrated Device Technology Inc)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares Company Stock represented by a stock certificate, if any, representing such shares of Company Stock (“Certificates”) (other than holders of Excluded Shares) notice advising such holders (i) a letter of the effectiveness of the Merger, including appropriate transmittal materials in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, of the Certificates as provided in Section 3.03(f3.05(f)) to the Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Buyer and the Company may reasonably agree, and (ii) instructions for surrendering the Certificates (or affidavits of loss in lieu thereofof the Certificates as provided in Section 3.05(f)) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree)Agent. Upon the surrender of a Certificate (or affidavits affidavit of loss in lieu thereof of the Certificate as provided in Section 3.03(f3.05(f)) or Book-Entry Shares to the Exchange Agent in accordance with the terms of such transmittal materialsletter of transmittal, the holder Holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock the aggregate Merger Consideration that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder Holder has the right to receive pursuant to the provisions of this Article IIISection 3.02, and the less any required Tax withholdings as provided in Section 3.06. The Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry SharesCertificates. In the event of a transfer of ownership of Shares Company Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash Merger Consideration to be paid exchanged upon due surrender of the Certificate, Certificate may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or Company Stock 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 Taxes have been paid or are not applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unique Logistics International, Inc.), Agreement and Plan of Merger (Edify Acquisition Corp.)
Exchange Procedures. Promptly As soon as practicable but in no event later than five days after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Golden State shall cause the Exchange Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of CENFED Common Stock (other than holders the "Certificates") whose shares were converted into shares of Excluded SharesGolden State Common Stock pursuant to Section 2.1 (i) notice advising such holders a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent Golden State and the Company CENFED may reasonably agreespecify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Golden State Common Stock. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance together with the terms such letter of such transmittal materialstransmittal, duly executed, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Golden State Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article IIIII (after taking into account all shares of CENFED common stock then held by such holder), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares that CENFED Common Stock which is not registered in the transfer records of the CompanyCENFED, a certificate representing the proper number of shares of Parent Golden State Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Certificate representing such CENFED Common Stock is presented to the Exchange Agent is presented with the Certificate formerly representing such Shares and/or accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Golden State Common Stock and cash in lieu of any fractional shares of Golden State Common Stock as contemplated by this Section 2.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Golden State Bancorp Inc), 5 Agreement and Plan of Merger (Cenfed Financial Corp)
Exchange Procedures. Promptly As soon as practicable but in no event later than five days after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Golden State shall cause the Exchange Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of RedFed Common Stock (other than holders the "Certificates") whose shares were converted into shares of Excluded SharesGolden State Common Stock pursuant to Section 2.1 (i) notice advising such holders a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent Golden State and the Company RedFed may reasonably agreespecify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Golden State Common Stock. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance together with the terms such letter of such transmittal materialstransmittal, duly executed, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Golden State Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article IIIII (after taking into account all shares of RedFed common stock then held by such holder), together with cash in lieu of the issuance of any fractional shares as provided in Section 2.2(e), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares that RedFed Common Stock which is not registered in the transfer records of the CompanyRedFed, a certificate representing the proper number of shares of Parent Golden State Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Certificate representing such RedFed Common Stock is presented to the Exchange Agent is presented with the Certificate formerly representing such Shares and/or accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicable.paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Golden State Common Stock and cash in lieu of the issuance of any fractional shares of Golden State Common Stock as contemplated by this Section 2.2. (c)
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Golden State Bancorp Inc), Agreement and Plan of Merger (Redfed Bancorp Inc)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent ------------------- shall cause instruct the Exchange Agent to mail to each holder of record of Shares a certificate or certificates (other than holders "Certificates") which immediately prior to the Effective Time represented outstanding shares of Excluded SharesCompany Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, (i) notice advising such holders a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying in customary form (that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (and shall contain such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such other provisions as Parent and the Company may reasonably agree). Upon specify) and (ii) instructions for use in effecting the surrender of a Certificate (or affidavits the Certificates in exchange for certificates representing shares of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares Parent Common Stock. Upon surrender of Certificates for cancellation to the Exchange Agent together with such letter of transmittal, duly completed and validly executed in accordance with the terms instructions thereto, the holders of such transmittal materials, the holder of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) certificates representing that the number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in into which their shares of Company Common Stock were converted at the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash Effective Time, payment in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has holders have the right to receive pursuant to the provisions of this Article IIISection 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificate or Book-Entry Shares Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any amount cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable upon due surrender to holders of the Certificates or Book-Entry SharesCertificates. In the event of a transfer of ownership of Shares that shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Verisign Inc/Ca)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than holders the “Certificates”) (i) a letter of Excluded Shares) notice advising such holders of transmittal reasonably acceptable to the effectiveness of the Merger, including appropriate transmittal materials specifying Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form reasonable and have such provisions as customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent and the Company may reasonably agree)Common Stock. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance together with the terms such letter of transmittal, properly completed and duly executed, and such transmittal materialsother documents as may be reasonably required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to the provisions of this Article IIISection 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount cash in lieu of fractional shares or on any unpaid dividends and distributions payable upon due surrender to holders of the Certificates or Book-Entry SharesCertificates. In the event of a transfer of ownership of Shares that shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to by evidence reasonably satisfactory that any applicable stock transfer taxes Taxes, if any, have been paid paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or are not applicableother distributions to which such holder is entitled pursuant to Section 2.2(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ecost Com Inc), Agreement and Plan of Merger (Pfsweb Inc)
Exchange Procedures. Promptly after the Effective Time (and in any event within five three (53) Business Days thereafter)Days) following the Effective Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record of Shares a certificate or certificates (other than holders “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Excluded SharesCompany Capital Stock, (i) notice advising such holders a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use of such materials and instructions letter of transmittal in effecting surrender of Certificates in exchange for the cash payable pursuant to include customary provisions with respect Section 1.8(a). Each holder of record of book-entry shares (“Uncertificated Shares”) shall not be required to delivery deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the cash payable pursuant to Section 1.8(a). In lieu thereof, each holder of record of one or more Uncertificated Shares may provide an “agent’s message” in customary form with respect to Book-Entry Shares and to be in any Uncertificated Share (or such form and have such provisions other evidence, if any, of transfer as Parent and the Company Exchange Agent may reasonably agreerequest). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent together with such letter of transmittal, duly completed and validly executed in accordance with the terms instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, or upon receipt by the Exchange Agent of an appropriate agent’s message (or such transmittal materialsother evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of book-entry transfer of Uncertificated Shares, each holder of such Certificate or Book-Entry such Uncertificated Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in for the cash amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional 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 Section 1.8(a) in respect of the provisions Company Capital Stock represented by such Certificate or such Uncertificated Shares (which, for the avoidance of this Article IIIdoubt, excludes any Unvested Cash), and the Certificate or Book-Entry Uncertificated Shares so surrendered shall forthwith be cancelled. No interest Until so surrendered, outstanding Certificates and Uncertificated Shares will be paid or accrued on any amount payable upon due surrender of deemed from and after the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the CompanyEffective Time, a certificate representing the proper number of shares of Parent Common Stockfor all corporate purposes, together with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or all documents required to evidence and effect such transfer and only the right to evidence that any applicable stock transfer taxes have been paid or are not applicablereceive cash pursuant to Section 1.8(a), except as provided in Section 1.8(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Splunk Inc), Agreement and Plan of Merger (Cisco Systems, Inc.)
Exchange Procedures. Promptly As soon as practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail a letter of transmittal to each holder of record of Shares a certificate or certificates (other than holders the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Excluded Shares) notice advising such holders Target Common Stock whose shares were converted into the right to receive shares of the effectiveness Purchaser Common Stock pursuant to Section 2.1 (which letter of the Merger, including appropriate transmittal materials specifying shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other customary provisions as Parent and the Company Purchaser may reasonably agree)specify) and instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Purchaser Common Stock. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance Agent, together with the terms a duly executed letter of such transmittal materialstransmittal, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Purchaser Common Stock that which such holder is entitled has the right to receive pursuant to this Article III Section 2.1 and (y) a check in representing the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that with respect to such shares of Purchaser Common Stock, if any, which such holder has the right to receive pursuant to the provisions of this Article III2, after giving effect to any required withholding tax, and the shares represented by the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. Purchaser will use its reasonable best efforts to cause the Exchange Agent to send such certificate and any check within three Business Days of its receipt of a Certificate and a duly executed letter of transmittal. No interest will be paid or accrued on any amount the unpaid dividends and distributions with respect to such shares of Purchaser Common Stock, if any, payable upon due surrender of the Certificates or Book-Entry Sharesto Target Stockholders. In the event of a transfer of ownership of Shares that shares of Target Common Stock which is not registered in on the transfer records of the CompanyTarget, a certificate representing the proper number of shares of Parent Purchaser Common Stock, together with a check for any cash the unpaid dividends and distributions with respect to be paid upon due surrender such shares of the CertificatePurchaser Common Stock, if any, may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Target Common Stock held by such transferee is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender a certificate representing shares of Purchaser Common Stock and unpaid dividends and distributions with respect to such shares of Purchaser Common Stock, if any, as provided in this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Resource Capital Fund v L.P.), Agreement and Plan of Merger (Uranium Resources Inc /De/)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record of Shares a certificate or certificates (other than holders of Excluded Sharesthe "Certificates") notice advising such holders that represented as of the effectiveness Effective Time outstanding shares of the MergerCompany Common Stock to be exchanged pursuant to Section 1.6, including appropriate a letter of transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company may reasonably agree)specify) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the terms of instructions thereto, and such transmittal materialsother documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that the number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash payment in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to the provisions of this Article IIISections 1.6 and 1.11, after giving effect to any required Tax (as defined herein) withholdings, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest will be paid At any time following six months after the Effective Time, all or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock (and any or all cash payable in lieu of fractional shares of Parent Common Stock) deposited with or made available to the Exchange Agent pursuant to Section 1.12(b), which remain undistributed to the holders of the Certificates representing shares of Company Common Stock, together shall be delivered to Parent upon demand, and thereafter such holders of unexchanged shares of Company Common Stock shall be entitled to look only to Parent (subject to abandoned property, escheat or other similar laws) as general creditors thereof with a check respect to the shares of Parent Common Stock for any cash to be paid payment upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicabletheir Certificates.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxim Integrated Products Inc), Agreement and Plan of Merger (Dallas Semiconductor Corp)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to mail will distribute to each former holder of record of Shares (other than holders of Excluded Shares) notice advising such holders of the effectiveness of the MergerCompany Common Stock, including appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) surrender to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock (and the associated Acquiror Rights) into which such materials shares of Company Common Stock were converted pursuant to the Merger and instructions any dividends or distributions related thereto. If shares of Acquiror Common Stock (and the associated Acquiror Rights) are to include customary provisions be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of the Acquiror Common Stock (and the associated Acquiror Rights) that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the NYSE or a bank chartered under the Laws of the United States of America, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the issuance of Acquiror Common Stock (and the associated Acquiror Rights) to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of the Acquiror that any such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock (and the associated Acquiror Rights) or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law. (d) Distributions with Respect to Unexchanged Shares of Company Common Stock. No dividends or other distributions declared or made with respect to delivery of an “agent’s message” Acquiror Common Stock with respect to Book-Entry Shares and to a record date on or after the Effective Time will be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares paid to the Exchange Agent in accordance with the terms holder of such transmittal materials, any certificate that theretofore evidenced shares of Company Common Stock until the holder of such Certificate or Book-Entry Shares certificate shall surrender such certificate. Subject to the effect of any applicable escheat Law, following surrender of any such certificate, there will be entitled paid from the Exchange Fund to receive in exchange therefor (x) a certificate (or evidence the holder of shares in book-entry form, as applicable) representing that number of the certificates evidencing whole shares of Parent Acquiror Common Stock that such holder is entitled to receive pursuant to this Article III (and the associated Acquiror Rights) issued in exchange therefor, without interest, (yi) a check in promptly, the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that with a record date after the Effective Time theretofore paid with respect to such holder has the right to receive pursuant to the provisions of this Article III, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of whole shares of Parent Acquiror Common Stock, together and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a check for any cash record date after the Effective Time but prior to be paid upon due surrender of the Certificateand a payment date occurring after surrender, may be issued and/or paid payable with respect to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or 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.whole shares of Acquiror Common Stock. (e)
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unitrode Corp), Agreement and Plan of Merger (Unitrode Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)of the Merger, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares (other than holders of Excluded Shares) notice advising such holders Certificates immediately prior to the Effective Time of the effectiveness Merger whose shares were converted into shares of the MergerParent Common Stock pursuant to Section 2.01, including appropriate (i) a letter of transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials Agent, and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to which shall be in such form and have such other provisions as Parent and the Company may reasonably agree)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance together with the terms such letter of such transmittal materialstransmittal, duly executed, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article IIIII (after taking into account all shares of Company Common Stock (including Company Common Stock issued upon conversion of Series A Preferred Stock) then held by such holder), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that shares of Company Common Stock or Series A Preferred Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Exchange Agent Certificate is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 2.02 each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the Parent Common Stock into which the shares of Company Common Stock (including Company Common Stock issued upon conversion of Series A Preferred Stock) represented by such Certificate have been converted as provided in this Article II and the right to receive upon such surrender cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 2.02.
Appears in 2 contracts
Samples: Stock Option Agreement (Perkin Elmer Corp), Agreement and Plan of Merger (Perseptive Biosystems Inc)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (other than holders the "Certificates") (i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (or affidavits ii) instructions for use in effecting the surrender of loss the Certificates in exchange for certificates representing shares of Parent Common Stock and cash in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) any fractional shares. Upon surrender to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits for cancellation, together with such letter of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent transmittal, duly executed and completed in accordance with the terms of instructions thereto, and such transmittal materialsother documents as may be reasonably required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive in respect of the Shares formerly represented by such Certificate (after taking into account all Shares then held by such holder), cash in lieu of any fractional share of Parent Common Stock to which such holder is entitled pursuant to the provisions of this Article IIISECTION 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to SECTION 2.02(c), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for cash in lieu of any cash fractional share of Parent Common Stock to be paid upon due surrender of the Certificate, which such holder is entitled pursuant to SECTION 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to SECTION 2.02(c) may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to evidence the Surviving Corporation that any applicable stock share transfer taxes have been paid paid. Until surrendered as contemplated by this SECTION 2.02, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional share of Parent Common Stock to which such holder is entitled pursuant to SECTION 2.02(e) and any dividends or are not applicableother distributions to which such holder is entitled pursuant to SECTION 2.02(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conductus Inc), Agreement and Plan of Merger (Superconductor Technologies Inc)
Exchange Procedures. Promptly As soon as practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record an outstanding certificate or certificates which prior thereto represented shares of Shares (other than holders of Excluded Shares) notice advising such holders of the effectiveness of the MergerChartwell Common Stock shall, including appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) surrender to the Exchange Agent (of such materials certificate or certificates and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu acceptance thereof as provided in Section 3.03(f)) or Book-Entry Shares to by the Exchange Agent in accordance with the terms of such transmittal materialsAgent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Trenwick Common Stock that such holder is entitled to receive pursuant to this Article III (and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (Bof Trenwick Common Stock as contemplated by this Section 2.2) any unpaid non-stock dividends and any other dividends which the aggregate number of shares of Chartwell Common Stock previously represented by such certificate or other distributions that such holder has certificates surrendered shall have been converted into the right to receive pursuant to the provisions Section 2.1(b) of this Article IIIAgreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the consideration to be paid in the Merger (or any portion thereof) is to be delivered to any person other than the person in whose name the certificate representing shares of Chartwell Common Stock surrendered in exchange therefore is registered, and it shall be a condition to such exchange that the Certificate or Book-Entry Shares certificate so surrendered shall forthwith be cancelledproperly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of such consideration to a person other than the registered holder of the certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of Chartwell or its transfer agent of certificates representing shares of Chartwell Common Stock and if such certificates are presented to Chartwell for transfer, they shall be canceled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 2.2(c), each certificate representing shares of Chartwell Common Stock (other than certificates representing shares to be cancelled in accordance with Section 2.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereon, as contemplated by Section 2.1. No interest will be paid or accrued will accrue on any amount cash payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableas Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chartwell Re Holdings Corp), Agreement and Plan of Merger (Chartwell Re Corp)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Transfer Agent shall cause the Exchange Agent to mail to each holder Registered Holder of record a Certificate whose shares were exchanged for the right to receive the Exchange Consideration pursuant to Section 2.1, (i) the Letter of Shares Transmittal and (other than holders ii) instructions for use in surrendering the Certificates in exchange for the Exchange Consideration. The Letter of Excluded SharesTransmittal will specify that (i) notice advising such holders delivery of the effectiveness of the Merger, including appropriate transmittal materials specifying that delivery shall be effected, Certificates and risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Transfer Agent and (such materials ii) upon return of the Letter of Transmittal and instructions Certificates, the Registered Holder waives his rights of dissent under Section 3.1 hereof in respect of the Target Common Shares to include customary provisions with respect to delivery which the Letter of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree)Transmittal relates. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance Transfer Agent, together with the terms Letter of Transmittal, duly executed, and such transmittal materialsother documents as may reasonably be required by the Transfer Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) the Cash Consideration, a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Buyer Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder Registered Holder has the right to receive pursuant to the provisions of this Article III2 in respect of all of such Registered Holder's Target Common Shares, certain dividends or other distributions in accordance with Section 2.2(c), and cash in lieu of any fractional share of Buyer Common Stock in accordance with Section 2.2(e), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Target Common Shares that is not registered in the transfer records of the CompanyTarget, a certificate representing the proper number of shares of Parent Buyer Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if Person other than the Exchange Agent is presented with Registered Holder in whose name the Certificate formerly representing so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, satisfactory evidence is provided that such Person is the beneficial owner of such Target Common Shares and/or all documents and the Person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Buyer Common Stock to evidence and effect a Person other than the Registered Holder of such transfer and Certificate or establish to evidence the satisfaction of Buyer that any applicable stock transfer taxes have such tax has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Exchange Consideration that the Registered Holder thereof has the right to receive pursuant to the provisions of this Article 2, certain dividends or other distributions in accordance with Section 2.2(c), and cash in lieu of any fractional share of Buyer Common Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article 2.
Appears in 2 contracts
Samples: Arrangement Agreement (Global Election Systems Inc), Arrangement Agreement (Global Election Systems Inc)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Flag shall cause the exchange agent selected by Flag (the “Exchange Agent Agent”) to mail to each holder the former shareholders of record of Shares (other than holders of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including FCB appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or affidavits as to which dissenters’ rights of loss in lieu thereof, appraisal have been perfected as provided in Section 3.03(f)3.4 of this Agreement) issued and instructions for surrendering outstanding at the Certificates (Effective Time shall surrender the certificate or affidavits of loss in lieu thereof) certificates representing such shares to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the shall promptly upon surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent in accordance with the terms of such transmittal materials, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as consideration provided in Section 3.03(g)3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) equal pursuant to (A) any Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that share of Flag Common Stock to which such holder has may be otherwise entitled (without interest). Neither Flag nor the right Exchange Agent shall be obligated to receive pursuant deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the provisions Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Article IIISection 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, and the Certificate mutilated or Book-Entry Shares destroyed. The certificate or certificates of FCB Common Stock so surrendered shall forthwith be cancelled. No interest will be paid duly endorsed as either Flag or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented with may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Certificate formerly representing such Shares and/or all documents required Exchange Agent shall be liable to evidence and effect such transfer and a holder of FCB Common Stock for any amounts paid or property delivered in good faith to evidence that a public official pursuant to any applicable stock transfer taxes have been paid abandoned property, escheat or are not applicableother Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Capital Bancorp, Inc.), Agreement and Plan of Merger (Flag Financial Corp)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record of Shares a certificate or certificates (other than holders “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Excluded SharesCompany Common Stock which were converted into shares of Parent Common Stock pursuant to Section 1.6, (i) notice advising such holders a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying in customary form (that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and which letter shall be reasonably acceptable to the Company), and (such materials and ii) instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be for use in such form and have such provisions as Parent and the Company may reasonably agree). Upon effecting the surrender of a Certificate (or affidavits the Certificates in exchange for certificates representing shares of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares Parent Common Stock. Upon surrender of Certificates for cancellation to the Exchange Agent together with such letter of transmittal, duly completed and validly executed in accordance with the terms instructions thereto, the holders of such transmittal materials, the holder of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) certificates representing that the number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III into which their shares of Company Common Stock were converted at the Effective Time (and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash payment in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has holders have the right to receive pursuant to the provisions of this Article IIISection 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d)), and the Certificate or Book-Entry Shares Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of whole shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted (and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d)). No interest will be paid or accrued on any amount cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable upon due surrender to holders of the Certificates or Book-Entry SharesCertificates. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Inverness Medical Innovations Inc), Agreement and Plan of Reorganization (Hemosense Inc)
Exchange Procedures. Promptly Acquiror shall cause the Exchange Agent, promptly after the Company Merger Effective Time (and in any no event within later than five (5) Business Days thereafterfollowing the Company Merger Effective Time), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Company Merger Effective Time represented outstanding Company Shares (other than holders the “Company Stock Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.1(b), (i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, effected and risk of loss and title to the Company Stock Certificates shall pass, pass only upon delivery of the Company Stock Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other customary provisions as Parent Acquiror and the Company may reasonably agree). Upon specify) and (ii) instructions for completion and use in effecting the surrender of the Company Stock Certificates in exchange for the Merger Consideration. Upon surrender of a Company Stock Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent Agent, together with such letter of transmittal duly executed in accordance with the terms of such transmittal materialsinstructions contained therein, the holder of such Company Stock Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) an Acquiror Stock Certificate representing that the number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions Acquiror Shares that such holder has the right to receive pursuant to the provisions of this Article III, III (together with payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.2) and the Company Stock Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Merger Consideration may be issued and/or paid to such a transferee of the record holder of such Company Shares if the Company Stock Certificate representing such Company Shares is presented to the Exchange Agent is presented with the Certificate formerly representing such Shares and/or accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 3.4, each Company Stock Certificate shall be deemed at any time after the Company Merger Effective Time to represent only the right to receive upon such surrender the Merger Consideration provided for in Section 3.1(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BWC Financial Corp), Agreement and Plan of Merger (BWC Financial Corp)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record of Shares a certificate or certificates (other than holders the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Excluded SharesCompany Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 2.1(b) notice advising such holders hereof (i) a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company may reasonably agree)specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance Agent, together with the terms a duly executed letter of such transmittal materialstransmittal, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that which such holder is entitled has the right to receive pursuant to this Article III Section 2.1 and (y) a check in representing the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any of cash in lieu of fractional shares plus (B) any shares, if any, and unpaid non-stock dividends and any other dividends or other distributions that distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article IIIII, after giving effect to any required withholding tax, and the shares represented by the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount the cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, payable upon due surrender to holders of the Certificates or Book-Entry Sharesshares of Company Common Stock. In the event of a transfer of ownership of Shares that shares of Company Common Stock which is not registered in on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any the cash to be paid upon due surrender in lieu of the Certificatefractional shares, if any, and unpaid dividends and distributions, if any, may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock held by such transferee is presented with to the Certificate formerly representing such Shares and/or 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 applicablepaid. Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock and cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, as provided in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Southern Mineral Corp), Agreement and Plan of Merger (Amerac Energy Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation AMCON shall cause the Exchange Agent to mail to each holder of record a Common Certificate (i) a letter of Shares (other than holders of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Common Certificates shall pass, only upon delivery of the Common Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as AMCON may reasonably specify and (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)ii) and instructions for surrendering effecting the surrender of such Common Certificates (or affidavits in exchange for the certificates representing the applicable Merger Consideration. Upon surrender of loss in lieu thereof) a Common Certificate to the Exchange Agent (together with such materials letter of transmittal, duly executed and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent completed in accordance with the terms of instructions thereto, and such transmittal materialsother documents as may reasonably be required by the Exchange Agent, the holder of such Common Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (xA) a certificate (certificates representing one or evidence more shares of AMCON Common Stock representing, in the aggregate, the whole number of shares in book-entry form, as applicable) representing that number of whole into which such holder's shares of Parent HNWC Common Stock that such holder is entitled to receive have been converted pursuant to this Article III Section 2.2 (after taking into account all shares of HNWC Common Stock then held by such holder), and (yB) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any the cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive in lieu of any fractional shares of AMCON Common Stock pursuant to the provisions of this Article III, Section 2.4 and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelleddividends and other distributions pursuant to Section 2.10. No interest will be paid or accrued will accrue on any amount cash payable upon due surrender of the Certificates pursuant to Section 2.4 or Book-Entry SharesSection 2.10. In the event of a transfer of ownership of Shares that HNWC Common Stock which is not registered in the transfer records of HNWC, certificates representing one or more shares of AMCON Common Stock representing, in the Companyaggregate, a certificate representing the proper number of shares of Parent AMCON Common Stock, together with a check for in the proper amount of cash in lieu of any cash fractional shares of AMCON Common Stock pursuant to be paid upon due surrender of the CertificateSection 2.4 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.10, may be issued and/or paid with respect to such HNWC Common Stock to such a transferee if the Exchange Agent Common Certificate which formerly represented such shares is presented with to the Certificate formerly representing such Shares and/or 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 applicablepaid.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hawaiian Natural Water Co Inc), Agreement and Plan of Merger (Amcon Distributing Co)
Exchange Procedures. Promptly (a) A Member shall exercise its right to make an Exchange as set forth in Section 12.1 or 12.2 hereof, as applicable, by delivering to PubCo and to Intermediate Holdings a written election of Exchange in respect of the Paired Interests or the Exchanged Class P Units, as applicable, to be exchanged substantially in the form of Exhibit A hereto and any certificates, if any, representing Class A Common Units, shares of Class B Common Stock and/or Exchanged Class P Units, as applicable, duly executed by such holder or such holder’s duly authorized attorney, in each case delivered during normal business hours at the principal executive offices of PubCo and of Intermediate Holdings. An Exchange pursuant to Section 12.1 or 12.2 hereof shall be deemed to have been effected on the Business Day (such Business Day, the “Exchange Date”) immediately following the earliest Business Day as of which PubCo and Intermediate Holdings have received the items specified in the first sentence of this Section 12.3(a); provided that if such items are received by PubCo and Intermediate Holdings after 5:00 p.m. New York City time, then the Exchange Date shall be the second Business Day following the date of such receipt; provided, however, that if the Exchanging Unitholder has specified that the Exchange shall be contingent upon the consummation of a purchase by another Person or effective upon a specified future date, the Exchange Date shall be deemed to be the date immediately prior to the close of the business on the date on which such contingency is met or at such specified future date, as applicable. On the Exchange Date, all rights of the Exchanging Unitholder as a holder of the Class A Common Units, shares of Class B Common Stock and/or Exchanged Class P Units, as applicable, that are subject to the Exchange shall cease, PubCo shall reflect the issuance of the shares of Class A Common Stock to be received by the Exchanging Unitholder in respect of such Exchange on its stock ledger and, from and after the Effective Time (and in any event within five (5) Business Days thereafter)Exchange Date, such Exchanging Unitholder shall be treated for all purposes as having become the Surviving Corporation shall cause the Exchange Agent to mail to each record holder of record the shares of Shares (other than holders Class A Common Stock to be received by the Exchanging Unitholder in respect of Excluded Shares) notice advising such holders Exchange. Notwithstanding anything herein to the contrary, a Member may withdraw or amend a written election of Exchange, in whole or in part, at any time prior to the effectiveness of the MergerExchange by delivery of a written notice of withdrawal to PubCo and Intermediate Holdings specifying (1) the number of withdrawn Paired Interests, including appropriate transmittal materials specifying that delivery shall be effected(2) if any, the number of Paired Interests as to which the election of Exchange remains in effect, and risk of loss and title to (3) if the Certificates shall passMember so determines, only upon delivery revised timing of the Certificates (Exchange or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (any other new or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent in accordance with the terms of such transmittal materials, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check revised information in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu election of fractional 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, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableExchange.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (ZoomInfo Technologies Inc.), Limited Liability Company Agreement (ZoomInfo Technologies Inc.)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding Company Common Shares and Company Preferred Shares whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, a letter of transmittal (other than holders of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company may reasonably agree)specify) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock and cash in lieu of the fraction of a share of Parent Common Stock, if any, pursuant to Section 1.11 hereof. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the terms of such transmittal materialsinstructions thereto, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) therefor, a certificate (or evidence of shares in book-entry form, as applicable) representing that the number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash payment in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to the provisions of this Article IIISection 1.11, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Company Common Shares or Company Preferred Shares will be paid or accrued on any amount payable upon due surrender deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of full shares of Parent Common Stock, together with a check for any Stock into which such Company Common Shares and Company Preferred Shares shall have been so converted and the right to receive an amount in cash to be paid upon due surrender in lieu of the Certificate, may be issued and/or paid to such a transferee if issuance of any fractional shares in accordance with Section 1.11. Any portion of the shares of Parent Common Stock deposited with the Exchange Agent is presented pursuant to this Section 1.12(c) which remains undistributed to the holders of the Certificates representing Company Common Shares or Company Preferred Shares for twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any holders of Company Common Shares or Company Preferred Shares who have not theretofore complied with the Certificate formerly representing this Article I shall thereafter look only to Parent for 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 to which such Shares and/or all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableholders may be entitled.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Geltex Pharmaceuticals Inc), Agreement and Plan of Merger (Sunpharm Corporation)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall Dynabazaar will cause the Exchange Agent to mail to each holder of record of Shares Certificates (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company Dynabazaar may reasonably agree)specify) and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Dynabazaar Common Stock and cash in lieu of fractional shares. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance together with the terms such letter of transmittal, duly executed, and such transmittal materialsother customary documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor solely (xA) a certificate (or evidence of shares in book-entry form, as applicable) representing certificates evidencing that number of whole shares of Parent Dynabazaar Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to in accordance with Section B.2.(a) and (B) cash in respect of fractional shares as provided in Section B.2.(e) (the provisions shares of this Article IIIDynabazaar Common Stock and cash in respect of fractional shares being referred to, and collectively, as the Certificate or Book"MERGER CONSIDERATION"), except that Shares held at the Effective Time in book-Entry Shares so entry form shall be exchanged for Merger Consideration in accordance with the customary procedures of the Depository Trust Company. Certificates surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender canceled as of the Certificates or Book-Entry SharesEffective Time. In the event of a transfer of ownership of Shares that which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender LQ as of the CertificateEffective Time, the Merger Consideration may be issued and/or and paid in accordance with this Section to such a transferee if the Exchange Agent Certificate evidencing such Shares is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Dynabazaar Common Stock, and cash in respect of fractional shares, into which such Shares shall have been so converted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dynabazaar Inc), Agreement and Plan of Merger (Lq Corp Inc)
Exchange Procedures. Promptly As soon as practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record an outstanding certificate or certificates which prior thereto represented shares of Shares (other than holders of Excluded Shares) notice advising such holders of the effectiveness of the MergerCapstar Common Stock shall, including appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title upon surrender to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Paying Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent in accordance with the terms of such transmittal materialscertificate or certificates and acceptance thereof by the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Chancellor Common Stock that which the aggregate number of shares of Capstar Common Stock previously represented by such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends certificate or other distributions that such holder has certificates surrendered shall have been converted into the right to receive pursuant to the provisions Section 1.8 of this Article IIIAgreement. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with its normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the certificate or certificates representing the shares of Capstar Common Stock surrendered in exchange therefor is registered, and it shall be a condition to such exchange that the Certificate certificate or Book-Entry Shares certificates so surrendered shall forthwith be cancelled. No interest will properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other Taxes (as defined in Section 2.18) required by reason of the payment of such consideration to a person other than the registered holder of the certificate(s) surrendered, or shall establish to the satisfaction of the Paying Agent that such Tax has been paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in applicable. After the Effective Time, there shall be no further transfer on the records of the Company, a certificate Capstar or its transfer agent of certificates representing the proper number of shares of Parent Capstar Common Stock, together with a check for any cash and if such certificates are presented to the Surviving Corporation, they shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11(b), each certificate representing shares of Capstar Common Stock (other than certificates representing treasury shares to be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented cancelled in accordance with the Certificate formerly representing terms of this Agreement and Dissenting Shares), shall be deemed at any time after the Effective Time to represent only the right to receive upon such Shares and/or all documents required to evidence and effect such transfer and to evidence that surrender the Merger Consideration without any applicable stock transfer taxes have been paid or are not applicableinterest thereon, as contemplated by Section 1.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chancellor Media Corp of Los Angeles), Agreement and Plan of Merger (Capstar Broadcasting Corp)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record a Certificate which immediately prior to the Effective Time represented outstanding shares of Shares Company Common Stock: (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)to the Exchange Agent) and (ii) instructions for surrendering use in effecting the surrender of the Certificates (or affidavits pursuant to such letter of loss in lieu thereof) transmittal. Upon surrender to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits for cancellation, together with such letter of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent transmittal, duly completed and validly executed in accordance with the terms of instructions thereto, and such transmittal materialsother documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (xA) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive receive, if any, in respect of the Company Common Stock formerly represented by such Certificate (after taking into account all Company Common Stock then held by such holder), (B) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to the provisions of this Article IIISection 4.02(e) and (C) any dividends or other distributions to which such holder is entitled pursuant to Section 4.02(c), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for cash in lieu of any cash fractional shares of Parent Common Stock to be paid upon due surrender of the Certificate, which such holder is entitled pursuant to Section 4.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 4.02(c) may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid paid. Until surrendered as contemplated by this Section 4.02, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 4.02(e) and any dividends or are not applicableother distributions to which such holder is entitled pursuant to Section 4.02(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quest Diagnostics Inc), Agreement and Plan of Merger (Unilab Corp /De/)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than holders the "CERTIFICATES") whose shares were converted into the right to receive shares of Excluded SharesAcquiror Common Stock pursuant to Section 2.1, (i) notice advising such holders a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company Acquiror may reasonably agree)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock and cash in lieu of any fractional share. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the terms of such transmittal materialsExchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Acquiror Common Stock that such holder is entitled to receive pursuant to this Article III Stock, and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of any fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that share, which such holder has the right to receive pursuant to the provisions of this Article IIIII, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Acquiror Common Stock, together with a check for Stock and cash in lieu of any cash to be paid upon due surrender of the Certificate, fractional share may be issued and/or paid to such a transferee if person other than the Exchange Agent is presented with person in whose name the Certificate formerly representing so surrendered is registered, if such Shares and/or all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance and payment shall pay any transfer or other taxes required by reason of the issuance of shares of Acquiror Common Stock and payment of cash in lieu of any fractional share to evidence a person other than the registered holder of such Certificate or establish to the satisfaction of Acquiror that any applicable stock transfer taxes have such tax has been paid or are is not applicable.. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Acquiror Common Stock and cash in lieu of any fractional shares of Acquiror Common Stock as contemplated by this Section 2.2. No interest will be paid or will accrue on any shares of Acquiror Common Stock or cash payable in lieu of any fractional shares of Acquiror Common Stock. (c)
Appears in 2 contracts
Samples: 1 Agreement and Plan of Merger (Ralcorp Holdings Inc), 6 Agreement and Plan of Merger (New Ralcorp Holdings Inc)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time (Time, and in any event within not later than five (5) Business Days thereafter)business days, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Shares Company Common Stock (other than holders the "Certificates") (i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (or affidavits ii) instructions for use in effecting the surrender of loss the Certificates in exchange for certificates representing shares of Parent Common Stock and cash in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) any fractional shares. Upon surrender to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits for cancellation, together with such letter of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent transmittal, duly executed and completed in accordance with the terms of instructions thereto, and such transmittal materialsother documents as may be reasonably required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to the provisions of this Article IIISection 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for cash in lieu of any cash fractional shares of Parent Common Stock to be paid upon due surrender of the Certificate, which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and any dividends or are not applicableother distributions to which such holder is entitled pursuant to Section 2.02(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Parexel International Corp), Agreement and Plan of Merger (Covance Inc)
Exchange Procedures. Promptly As soon as practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a Certificate, (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials Agent, and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other customary provisions as Parent and the Company may reasonably agree)specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock or for payments in exchange for fractional shares. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance Agent, together with the terms a duly executed letter of such transmittal materialstransmittal, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (xi) a certificate (or evidence of shares in book-entry form, as applicable) certificates representing that whole number of whole shares of Parent Common Stock that which such holder is entitled has the right to receive pursuant to this Article III Section 1.5 in such denominations and registered in such names as such holder may request and (yii) a check in representing the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any of cash in lieu of any fractional shares plus (B) any shares, if any, and unpaid non-stock dividends and any other dividends or other distributions that on Parent Common Stock, if any, which such holder has the right to receive pursuant to the provisions of this Article IIII, and the Certificate or Book-Entry Shares after giving effect to any required withholding tax. The shares represented by Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount the cash in lieu of fractional shares, if any, and unpaid dividends and distributions on Parent Common Stock, if any, payable upon due surrender to holders of the Certificates shares of Company Common Stock or Book-Entry SharesCompany Preferred Stock. In the event of a transfer of ownership of Shares shares of Company Common Stock or Company Preferred Stock that is not registered in on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any the cash to be paid upon due surrender in lieu of the Certificatefractional shares, if any, and unpaid dividends and distributions on Parent Common Stock, if any, may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock or Company Preferred Stock held by such transferee is presented with to the Certificate formerly representing such Shares and/or 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. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender thereof a certificate representing shares of Parent Common Stock and cash in lieu of fractional shares, if any, and unpaid dividends and distributions on Parent Common Stock, if any, as provided in this Article I. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required, by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate, a certificate representing the proper number of shares of Parent Common Stock, together with a check for the cash to be paid or are not applicable.in lieu of fractional shares, if any, and unpaid dividends and distributions on shares of Parent Common Stock, if any, as provided in this Article I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Echo Healthcare Acquisition Corp.), Agreement and Plan of Merger (Echo Healthcare Acquisition Corp.)
Exchange Procedures. Promptly Unless the parties otherwise agree, promptly, but no later than three business days, after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares (other than the former holders of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including Seller Shares appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing the Seller Shares shall pass, only upon proper delivery of such certificates to the Certificates Surviving Corporation or its duly authorized agent. After the Effective Time, each holder of Seller Shares issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Surviving Corporation and shall promptly upon surrender thereof receive in exchange therefor the Merger Consideration, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 2.2 of this Agreement. The Surviving Corporation shall not be obligated to deliver the consideration to which any former holder of Seller Shares is entitled as a result of the Merger until such holder surrenders his or affidavits of loss in lieu thereof, her certificate or certificates representing the Seller Shares for exchange as provided in this Section 3.03(f)) and instructions 2.1. The certificate or certificates of Seller Shares so surrendered shall be duly endorsed as the Surviving Corporation may require. Any other provision of this Agreement notwithstanding, the Surviving Corporation shall not be liable to a holder of the Seller Shares for surrendering the Certificates (any amounts paid or affidavits of loss property delivered in lieu thereof) good faith to a public official pursuant to any applicable abandoned property law. Notwithstanding anything to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery contrary contained in this Agreement, no certificates representing fractional shares of an “agent’s message” with respect to Book-Entry Shares and to Buyer Common Stock shall be in such form and have such provisions as Parent and the Company may reasonably agree). Upon issued upon the surrender for exchange of the Seller Shares, and such fractional Buyer Common Stock interests will not entitle the owner thereof to vote or to any rights of a Certificate (or affidavits shareholder of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent in accordance with the terms of such transmittal materials, the Surviving Corporation. Each holder of such Certificate or Book-Entry Seller Shares shall who would otherwise be entitled to receive in exchange therefor (x) a certificate (or evidence fractional share of shares in book-entry form, as applicable) representing that number of whole shares of Parent Buyer Common Stock that shall instead receive an amount of cash, without interest, equal to the product obtained by multiplying (a) the fractional share of Buyer Common Stock to which such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)taking into account all Seller Shares held at the Effective Time by such holder) equal to would otherwise be entitled by (Ab) any cash in lieu of fractional 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, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or 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$5.00.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crescent Financial Bancshares, Inc.), Agreement and Plan of Merger (Ecb Bancorp Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall Parent will cause the Exchange Agent to mail to each holder of record of Shares Certificates (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company may reasonably agreespecify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Guarantor Common Shares and cash in lieu of fractional shares. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance together with the terms such letter of transmittal, duly executed, and such transmittal materialsother customary documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor solely (xA) a certificate (or evidence of shares in book-entry form, as applicable) representing certificates evidencing that number of whole shares of Parent Guarantor Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that Shares which such holder has the right to receive in accordance with Section 1.06(a) in respect of the Shares formerly evidenced by such Certificate and (B) cash in respect of fractional shares as provided in Section 1.06(f) (the Guarantor Common Shares and cash in respect of fractional shares being referred to, collectively, as the "Merger Consideration"), except that Shares held at the Effective Time in book-entry form shall be exchanged for Merger Consideration in accordance with the customary procedures of the Depository Trust Company. The holder of each Certificate, upon its exchange for Guarantor Common Shares, shall also receive any dividends or other distributions to which such holder is entitled pursuant to the provisions of this Article III, and the Certificate or Book-Entry Shares so Section 1.07(c). Certificates surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of canceled following the Certificates or Book-Entry SharesEffective Time. In the event of a transfer of ownership of Shares that which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender Company as of the CertificateEffective Time, the Merger Consideration, dividends and distributions may be issued and/or and paid in accordance with this Article I to such a transferee if the Exchange Agent Certificate evidencing such Shares is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and to by evidence that any applicable stock transfer taxes have been paid paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or are not applicableother distributions, to evidence the ownership of the number of full Guarantor Common Shares, and cash in respect of fractional shares, into which such Shares shall have been so converted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scott Technologies Inc), Agreement and Plan of Merger (Scott Technologies Inc)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter), the Surviving Corporation shall cause the The Exchange Agent to shall mail to each holder of record of certificates of Company Common Stock and Company Preferred Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive Parent Common Shares (other than holders and cash in lieu of Excluded Sharesfractional shares pursuant to Section 3.04) notice advising such holders promptly after the Effective Time: (i) a form letter of the effectiveness of the Merger, including appropriate transmittal materials specifying in form and substance reasonably satisfactory to Company (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery receipt of the Company Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to by the Exchange Agent (such materials Agent, and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company may reasonably agreeCertificates in exchange for Parent Certificates (and cash in lieu of fractional shares). Upon the surrender of a Company Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal and Stockholder Representation Letter, duly completed and validly executed, and such other documents as may be reasonably required by the terms of such transmittal materialsExchange Agent, the holder of such Company Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) Parent Certificate representing that the number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions Shares that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.04, and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock or Company Preferred Stock will be deemed from and after the Effective Time to evidence the right to receive the number of full Parent Common Shares into which such shares of Company Common Stock or Company Preferred Stock, as the case may be, shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or 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.
Appears in 2 contracts
Samples: Merger Agreement (Sapiens International Corp N V), Merger Agreement (Ness Technologies Inc)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Days) after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record of Shares Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (other than holders i) a form of Excluded Shares) notice advising such holders letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits transfer of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Uncertificated Shares to the Exchange Agent and which shall be in accordance with customary form and contain customary provisions) and (ii) instructions for use in effecting the terms surrender of such transmittal materials, the Certificates or transfer of Uncertified Shares in exchange for the Merger Consideration. Each holder of record of one or more shares of Company Common Stock shall, upon surrender or transfer to the Exchange Agent, together with such Certificate or Book-Entry Shares shall letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor (x) a certificate (or evidence the amount of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that cash to which such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g2.09(c)) equal to (A) any cash in lieu of fractional 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, and the Certificate or Book-Entry Shares shares of Company Common Stock so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration in accordance with this Section 2.10(b) may be made to a certificate representing person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper number form for transfer and the person requesting such payment shall pay any transfer Taxes required by reason of shares the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to that such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.10(b), each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest shall be paid or will accrue on any payment to holders of Certificates or Uncertificated Share pursuant to the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rare Hospitality International Inc), Agreement and Plan of Merger (Darden Restaurants Inc)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (other than holders the "Certificates") (i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole Parent Class B Common Shares, together with any dividends or affidavits of loss distributions with respect thereto, and any cash in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) any fractional shares. Upon surrender to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits for exchange and cancellation, together with such letter of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent transmittal, duly executed and completed in accordance with the terms of instructions thereto, and such transmittal materialsother documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Class B Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that Shares which such holder has the right to receive in respect of the Shares formerly represented by such Certificate (after taking into account all Shares then held by such holder), cash in lieu of any fractional Parent Class B Common Shares to which such holder is entitled pursuant to the provisions of this Article IIISection 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares that which is not registered in the transfer records of the Company, a certificate representing the proper number of shares Parent Class B Common Shares, cash in lieu of any fractional Parent Class B Common Stock, together with a check for Shares to which such holder is entitled pursuant to Section 2.02(e) and any cash dividends or other distributions to be paid upon due surrender of the Certificatewhich such holder is entitled pursuant to Section 2.02(c), may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to evidence the Surviving Corporation that any applicable stock share transfer taxes have been paid or are not applicable.paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing Parent Class B Common Shares, cash in lieu of any fractional Parent Class B Common Shares to which such holder is entitled pursuant to
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc)
Exchange Procedures. Promptly Within ten (10) business days after the Effective Time (and in any event within five (5) Business Days thereafter)of the Merger, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares (other than holders of Excluded Shares) notice advising such holders a certificate or certificates that immediately prior to the Effective Time of the effectiveness Merger represented outstanding shares of Compass Capital Stock (the Merger, including appropriate "Certificates") and which shares were converted into the right to receive cash and/or shares of Avant! Common Stock pursuant to Section 2.1 hereof (i) a letter of transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company Avant! may reasonably agree)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for cash and/or certificates representing shares of Avant! Common Stock. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avant!, together with such letter of transmittal, duly completed and validly executed in accordance with the terms of such transmittal materialsinstructions thereto, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) the cash payment and/or a certificate (or evidence of shares in book-entry form, as applicable) representing that the number of whole shares of Parent Avant! Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any Stock, plus cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that in accordance with Section 2.1(g), to which such holder has the right to receive of Compass Capital Stock is entitled pursuant to the provisions of this Article III, and the Section 2.1 hereof. The Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares Compass Capital Stock that is not registered in on the transfer records of Compass, the Company, appropriate cash payment and/or a certificate representing the proper number of shares of Parent Avant! Common Stock, together plus cash in lieu of fractional shares in accordance with a check for any cash to be paid upon due surrender of the CertificateSection 2.1(g), may be issued and/or paid delivered to such a transferee if the Certificate representing such Compass Capital Stock is presented to the Exchange Agent is presented with the Certificate formerly representing such Shares and/or and accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at all times after the Effective Time of the Merger to represent the right to receive upon such surrender the cash payment and/or a certificate representing the number of whole shares of Avant! Common Stock, plus cash in lieu of fractional shares in accordance with Section 2.1(g), as provided by this Article II and the provisions of the DGCL but shall have no other right; provided, however, that customary and appropriate certifications, indemnities and bonds allowing exchange against lost or are not applicable.destroyed certificates shall be provided; and provided further that nothing in this Section 2.2(c) shall require Avant! to make a cash payment and/or exchange its Common Stock to any holder of Compass Capital Stock who shall fail to surrender a Certificate representing such shares or the certification, indemnities and bonds relating to a lost
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Avant Corp), Agreement and Plan of Reorganization (Avant Corp)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Closing Date, the Surviving Corporation Purchaser shall cause New LP to cause the Exchange Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) notice advising such holders holder, as of the effectiveness Closing Date, of an outstanding certificate or certificates that immediately prior to the MergerClosing Date represented Trading Partnership Common Units (the "Certificates"), including appropriate a form of letter of transmittal materials specifying (the "Letter of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to which shall be in such form and have such other provisions as Parent New LP and the Company SF General Partner may reasonably agree). Upon specify) and instructions for use in effecting the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)the Certificate(s) or Book-Entry Shares and payment therefor. Upon surrender to the Exchange Agent in accordance with the terms of such transmittal materialsCertificates, together with such properly completed and duly executed Letter of Transmittal, the holder of such a Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) certificates representing that the number of whole shares of Parent full Purchaser Common Stock that such holder is entitled to receive Units into which the Certificates surrendered shall have been converted pursuant to this Article III Agreement and (y) the Fractional Unit Payment, if any, payable in redemption of any fractional Purchaser Common Unit otherwise issuable. The instructions for effecting the surrender of Certificates shall set forth procedures that must be taken by the holder of any Certificate that has been lost, destroyed or stolen. It shall be a check condition to the right of such holder to receive a certificate representing Purchaser Common Units and the Fractional Unit Payment, if any, that the Exchange Agent shall have received, along with the Letter of Transmittal, a duly executed lost certificate affidavit, including an agreement to indemnify Purchaser and New LP, signed exactly as the name or names of the registered holder or holders appeared on the books of the Trading Partnership immediately prior to the Effective Time, together with a customary bond and such other documents as Purchaser or New LP may reasonably require in connection therewith. After the amount (after giving effect Closing Date, there shall be no further transfer on the records of the Trading Partnership or its transfer agent of certificates representing Trading Partnership Common Units and if such certificates are presented to the Trading Partnership for transfer, they shall be canceled against delivery of the certificate or certificates for Purchaser Common Units and Fractional Unit Payment as hereinabove provided. If any required tax withholdings as provided certificate for such Purchaser Common Units is to be issued to a person or entity other than the registered holder of a Certificate surrendered for exchange, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in Section 3.03(g)) equal proper form for transfer and that the person requesting such exchange shall pay to (A) New LP or the Exchange Agent any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends transfer or other distributions taxes required by reason of the issuance of certificates for such Purchaser Common Units in a name other than that of the registered holder of the Certificate(s) surrendered, or establish to the reasonable satisfaction of New LP or the Exchange Agent that such holder tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.2(e), each Certificate shall be deemed at any time after the Closing Date to represent only the right to receive pursuant to upon such surrender the provisions of this Article IIILiquidation Distribution and Fractional Unit Payment, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledif any, as contemplated by Section 1.2. No interest will be paid or accrued will accrue on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableFractional Unit Payment.
Appears in 2 contracts
Samples: Purchase Agreement (Kinder Morgan Energy Partners L P), Purchase Agreement (Santa Fe Pacific Pipeline Partners Lp)
Exchange Procedures. Promptly As promptly as reasonably practicable after the Acquisition Merger Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a certificate or certificates (each, a "Certificate") that immediately prior to the Reorganization Merger Effective Time represented outstanding shares of Ashland Common Stock (other than holders of Excluded Dissenters' Shares), (i) notice advising such holders a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate or Certificates shall pass, only upon delivery of the Certificate or Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent New Ashland Inc. and the Company Marathon may reasonably agree)specify) and (ii) instructions for use in effecting the surrender of the Certificate or Certificates in exchange for Acquisition Merger Consideration. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares Certificates for cancelation to the Exchange Agent or, following termination of the Exchange Fund pursuant to Section 5.01(f), New Ashland Inc., together with such letter of transmittal, duly executed and completed in accordance with the terms of instructions thereto, and such transmittal materialsother documents as may reasonably be required by the Exchange Agent or New Ashland Inc., as applicable, the holder of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (xi) a certificate (or evidence certificates representing the number of shares in book-entry form, as applicable) representing that number of whole shares of Parent New Ashland Inc. Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional 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 Section 4.03 and this Article IIIV, (ii) a certificate or certificates representing that number of whole shares of Marathon Common Stock that such holder has the right to receive pursuant to the provisions of Section 4.03 and this Article V, (iii) cash in lieu of fractional shares of Marathon Common Stock that such holder has the right to receive pursuant to Section 5.01(e) and (iv) any dividends or other distributions such holder has the right to receive pursuant to Section 5.01(c), and the Certificate or Book-Entry Shares Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares Ashland Common Stock or HoldCo Common Stock that is not registered in the transfer records of the CompanyAshland or HoldCo, (i) a certificate or certificates representing the proper appropriate number of shares of Parent New Ashland Inc. Common Stock and (ii) a certificate or certificates representing the appropriate number of shares of Marathon Common Stock, together with a check for any cash to be paid upon due surrender in lieu of the Certificatefractional shares, may be issued and/or and paid to such a transferee if person other than the Exchange Agent is presented with person in whose name the Certificate formerly representing or Certificates so surrendered is registered, if such Shares and/or all documents required to evidence and effect such Certificate or Certificates shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance and payment shall pay any transfer or other Taxes required by reason of the issuance of shares of New Ashland Inc. Common Stock and Marathon Common Stock to evidence a person other than the registered holder of such Certificate or Certificates or establish to the satisfaction of New Ashland Inc. that any applicable stock transfer taxes have such Tax has been paid or are is not applicable. Until surrendered as contemplated by this Section 5.01, each Certificate shall be deemed at any time after the Acquisition Merger Effective Time to represent only the right to receive upon such surrender Acquisition Merger Consideration as contemplated by this Section 5.01. No interest shall be paid or accrue on any cash in lieu of fractional shares or accrued and unpaid dividends or distributions, if any, payable upon surrender of any Certificate.
Appears in 2 contracts
Samples: Master Agreement (Ashland Inc), Master Agreement (Ashland Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Optium Common Stock (other than holders each a "Certificate" and, collectively, the "Certificates") whose shares were converted pursuant to Section 2.1 into the right to receive shares of Excluded SharesFinisar Common Stock (i) notice advising such holders a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent Finisar and the Company Optium may reasonably agree)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Finisar Common Stock. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance or to such other agent or agents as may be appointed by Finisar, together with the terms such letter of such transmittal materialstransmittal, duly executed, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (xA) a certificate (or evidence of shares in book-entry form, as applicable) representing that the number of whole shares of Parent Finisar Common Stock that such to which the holder is entitled to receive pursuant to this Article III Section 2.1(b) and (yB) a check in the amount cash (after giving effect to any required tax withholdings as provided in Section 3.03(g)without interest) equal to (A) any cash in lieu of fractional 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, and the as provided in Section 2.2(f). The Certificate or Book-Entry Shares so surrendered shall forthwith immediately be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that Optium Common Stock which is not registered in the transfer records of the CompanyOptium, a certificate representing the proper number of shares of Parent Finisar Common Stock, together with a check for any cash Stock to be paid upon due surrender of which the Certificate, registered holder is entitled may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such Optium Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Finisar Common Stock (and cash in lieu of any fractional shares of Finisar Common Stock as contemplated by this Section 2.2).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Finisar Corp), Agreement and Plan of Merger (Optium Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a Certificate immediately prior to the Effective Time whose shares are converted pursuant to this Article II into the right to receive Parent Ordinary Shares or Parent ADSs a letter of transmittal (other than holders of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as the Surviving Corporation or Parent and the Company may reasonably agree)specify) providing instructions for use in effecting the surrender of Certificates in exchange for certificates representing Parent ADRs which represent Parent ADSs or Parent Ordinary Shares and cash in lieu of fractional Parent ADSs or Parent Ordinary Shares. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent Agent, together with such letter of transmittal duly executed and completed in accordance with the terms of such transmittal materialsits terms, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (xi) a certificate (or evidence of shares certificates representing one or more Parent ADRs representing, in book-entry formthe aggregate, as applicable) representing that whole number of Parent ADSs and/or that whole shares number of Parent Common Stock that Ordinary Shares elected to be received in accordance with Section 2.6, (ii) the amount of dividends or other distributions, if any, with a record date on or after the Effective Time which theretofore became payable with respect to such holder is entitled to receive pursuant to this Article III Parent ADSs and Parent Ordinary Shares, and (yiii) a check in the cash amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash payable in lieu of fractional shares plus (B) any unpaid non-stock dividends Parent ADSs and any other dividends or other distributions that Parent Ordinary Shares in accordance with Section 2.7(e), in each case which such holder has the right to receive pursuant to the provisions of this Article IIIII, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No In no event shall the holder of any Certificate be entitled to receive interest will be paid or accrued on any amount payable upon due surrender of funds to be received in the Certificates or Book-Entry SharesMerger. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a certificate or certificates representing the proper that whole number of shares Parent Ordinary Shares elected to be received in accordance with Section 2.6 and/or one or more Parent ADRs representing, in the aggregate, that whole number of Parent Common StockADSs, together plus the cash amount payable in lieu of fractional Parent Ordinary Shares and Parent ADSs in accordance with a check for any cash to be paid upon due surrender of the CertificateSection 2.7(e), may be issued and/or paid to such a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent is presented with the Certificate formerly representing such Shares and/or accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are paid. Until surrendered as contemplated by this Section 2.7(b) and subject to Section 2.7(c), each Certificate shall, after the Effective Time, represent for all purposes only the right to receive the whole number of Parent Ordinary Shares and/or Parent ADSs into which the number of shares of Company Common Stock shown thereon have been converted as contemplated by this Article II plus the cash amount payable in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 2.7(e). Notwithstanding the foregoing, certificates representing Company Common Stock surrendered for exchange by any Person constituting an "Affiliate" of the Company for purposes of Section 7.4 shall not applicablebe exchanged until Parent has received an Affiliate Agreement (as defined in Section 7.4) as provided in Section 7.4.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthworld Corp), Agreement and Plan of Merger (Cordiant Communications Group PLC /Adr)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares (other than holders of Excluded Shares) notice advising such holders a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of the effectiveness Company Common Stock whose shares were converted into the right to receive cash pursuant to Section 2.03(b) a letter of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing such shares of the Company Common Stock shall pass, only upon delivery of the Certificates (or affidavits certificates representing such shares of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) Company Common Stock to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company Exchange Agent may reasonably agreespecify). Upon , and instructions for use in effecting the surrender of a Certificate (or affidavits the certificates representing such shares of loss the Company Common Stock, in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares exchange for the Per Share Amount. Upon surrender to the Exchange Agent in accordance with of a certificate or certificates representing shares of the terms of such transmittal materialsCompany Common Stock and acceptance thereof by the Exchange Agent, the holder of such Certificate or Book-Entry Shares thereof shall be entitled to receive in exchange therefor (x) a certificate (or evidence the amount of cash into which the number of shares in book-entry form, as applicable) representing that number of whole shares of Parent the Company Common Stock that previously represented by such holder is entitled to receive certificate or certificates surrendered shall have been converted pursuant to this Article III Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and (y) conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of the Company Common Stock and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of the Per Share Amount allocable to the shares of the Company Common Stock represented by such certificate or certificates to the record holder. If any Per Share Amount is to be remitted to a check name other than that in which the amount (after giving effect certificate for the Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Company or its transfer agent any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends transfer or other distributions taxes required by reason of the payment of the Per Share Amount to a name other than that such of the registered holder of the certificate surrendered, or establish to the satisfaction of the Company or its transfer agent that the tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.06, each certificate for shares of the Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive pursuant upon surrender the Per Share Amount allocable to the provisions of this Article III, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledshares represented by such certificates contemplated by Section 2.03(b). No interest will be paid or accrued will accrue on any amount payable upon due surrender as a Per Share Amount. Subject to completion of the Certificates or Book-Entry Shares. In documentation referred to above, the event of a transfer of ownership of Shares that is not registered in Per Share Amount shall be paid at the transfer records Effective Time to holders of the Company, a certificate representing the proper number of shares of Parent Company Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bankers Insurance Group Inc), Agreement and Plan of Merger (Insurance Management Solutions Group Inc)
Exchange Procedures. Promptly Commencing on the 35th day after the Effective Time (and in any event within five (5) Business Days thereafter)date hereof, the Surviving Corporation Parent shall cause the Exchange Agent to mail promptly deliver to each holder of record of Shares a certificate or certificates representing outstanding shares of Common Stock (other than holders the "Stock Certificates") and to each holder of Excluded Sharesrecord of a certificate or instrument which immediately prior to the Effective Time represented any outstanding Company Options (the "Option Certificates" and, collectively together with the Stock Certificates, the "Certificates") notice advising such holders from whom the Exchange Agent receives a written request (i) a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only at or following the Effective Time and upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to which shall be in such form and have such other provisions as Parent and the Company may reasonably agree). Upon specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for the cash payable pursuant to Section 2.07(c) or 2.10, as the case may be, with respect to the shares of Common Stock or Company Options formerly represented thereby. The letter of transmittal with respect to Option Certificates shall contain language waiving any claims the holders thereof may have against Parent or the Company or any Affiliates of either with respect to the Company Options. As soon as reasonably practicable (and in any event not later than three (3) Business Days) after the Effective Time, Parent shall cause the Exchange Agent to mail a letter of transmittal and the instructions described above to each holder of record of a Certificate (or affidavits who has not previously requested such documents from the Exchange Agent. Each holder of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares a Certificate shall be entitled to surrender such Certificate to the Exchange Agent at the Effective Time in accordance with the terms procedures described herein. Upon surrender of a Stock Certificate or Option Certificate, as the case may be, to the Exchange Agent, together with such transmittal materialsletter of transmittal, duly executed, (x) the holder of such Stock Certificate or Book-Entry Shares shall be entitled to receive promptly in exchange therefor the Cash Consideration (xto be paid in immediately available funds) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to the provisions of this Article III, Section 2.07(c) (provided that Stock Certificates delivered to the Exchange Agent at the Closing shall be paid at the Closing) and the Stock Certificate or Book-Entry Shares so surrendered shall forthwith immediately be cancelled. No interest will canceled, and (y) the holder of such Option Certificate shall be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash entitled to receive (to be paid upon due surrender of in immediately available funds) promptly (but no earlier than the Certificate, may be issued and/or paid seventh day after the Closing Date) in exchange therefor the consideration which such holder has the right to such a transferee if receive pursuant to Section 2.10 hereof (which shall include the Exchange Agent is presented with the Certificate formerly representing such Shares and/or 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.interest payment specified in Section 2.10). (c)
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Magellan Health Services Inc), Agreement and Plan of Merger (Magellan Health Services Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days Time, but no later than two days thereafter), the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a Certificate whose shares were converted into the Merger Consideration pursuant to Section 2.1 of this Agreement, (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company may reasonably agree)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the terms of such transmittal materialsExchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a Parent certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that issuable to such holder is entitled to receive pursuant to this Article III the Merger, certain dividends or other distributions in accordance with Section 2.2(c) and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of any fractional shares plus (Bshare in accordance with Section 2.2(e) 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 IIIII, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will Any other cash distributions made in accordance with Section 2.2(c) and 2.2(e) shall be paid by check or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shareswire transfer. In the event of a transfer of ownership of Shares Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if Person other than the Exchange Agent is presented with Person in whose name the Certificate formerly representing so surrendered is registered if such Shares and/or all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other non-income taxes required by reason of the issuance of shares of Parent Common Stock to evidence a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that any applicable stock transfer taxes have such tax has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, and, if applicable, certain dividends or other distributions in accordance with Section 2.2(c). No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unify Corp), Agreement and Plan of Merger (Warp Technology Holdings Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (other than holders the "Certificates") (i) a form of Excluded Shares) notice advising such holders letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss to the Exchange Agent, and which letter shall be in lieu thereof, customary form and have such other provisions as provided in Section 3.03(f)Parent may reasonably specify) and (ii) instructions for surrendering effecting the surrender of such Certificates (or affidavits in exchange for the applicable Merger Consideration. Upon surrender of loss in lieu thereof) a Certificate to the Exchange Agent (together with such materials letter of transmittal, duly executed and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent completed in accordance with the terms of instructions thereto, and such transmittal materialsother documents as may reasonably be required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (xA) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock representing, in the aggregate, the whole number of shares that such holder is entitled has the right to receive pursuant to this Article III Section 2.1 (after taking into account all Shares then held by such holder) and (yB) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any the cash in lieu of fractional 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 IIIII, including cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.7 and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledany dividends and other distributions pursuant to Section 2.5. No interest will be paid or accrued will accrue on any amount cash payable upon due surrender of the Certificates or Book-Entry Sharespursuant to this Article II. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a certificate representing shares of Parent Common Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock, together with a check for in the proper amount of cash in lieu of any cash fractional shares of Parent Common Stock pursuant to be paid upon due surrender of the CertificateSection 2.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.5, may be issued and/or paid with respect to such Shares to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or 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 Taxes (as hereinafter defined) have been paid or are not applicablepaid.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nfo Worldwide Inc), Agreement and Plan of Merger (Interpublic Group of Companies Inc)
Exchange Procedures. Promptly Except as set forth in Section 2.6, promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall will cause the Exchange Agent BNP Paribas to mail deliver to each holder of record of Shares a certificate or certificates that, immediately prior to the Closing, represented outstanding shares of Company Common Stock or HoldCo Common Stock (other than holders as the case may be, the "Certificates") (i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying that will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials BNP Paribas and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to which will be in such the form and have such other provisions as Parent and the Company BNP Paribas may reasonably agree). Upon specify and which letter of transmittal will include a form of election by which each such holder is entitled to elect to receive Parent Ordinary Shares rather than all or any portion of the Parent ADSs which such holder is entitled to receive upon surrender of a Certificate in accordance with this Section 2.5 and (or affidavits ii) instructions for use in effecting the surrender of loss the Certificates in exchange for a number of whole Parent Shares, amount of Per Share Cash Consideration, cash in lieu thereof as provided in Section 3.03(f)) or Book-Entry of fractional Parent Shares pursuant to the Exchange Agent terms hereof and dividends or distributions pursuant to Section 2.6(c), if any, into which the number of shares of Company Common Stock or HoldCo Common Stock, as the case may be, previously represented by such Certificate will have been converted pursuant to this Agreement. Upon surrender of a Certificate for cancellation to BNP Paribas, together with a letter of transmittal duly completed and validly executed in accordance with the terms of instructions thereto, and such transmittal materialsother documents as may be reasonably required by BNP Paribas, the holder of such Certificate or Book-Entry Shares shall Certificates will be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that the number of whole shares Parent Shares for each share of Parent Company Common Stock that or HoldCo capital stock, as the case may be, formerly represented by such Certificate (after taking into account all Certificates surrendered by such holder) to which the holder is entitled to receive pursuant to this Article III and (y) a check the terms hereof, which will be delivered in uncertificated form, the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any of Per Share Cash Consideration, cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such fraction of Parent Shares which the holder has the right to receive pursuant to the provisions of this Article IIIand any dividends or distributions payable, and the Certificate or Book-Entry Shares so surrendered shall forthwith will be cancelled. BNP Paribas will accept such Certificates upon compliance with such reasonable terms and conditions as BNP Paribas may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates on any amount the Per Share Cash Consideration or cash payable pursuant to Section 2.6(b) and (c) below upon due the surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableCertificates.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crystal Decisions Inc), Agreement and Plan of Merger (Business Objects Sa)
Exchange Procedures. Promptly after the Effective Time (and in any event within Within five (5) Business Days thereafter)business days after the ------------------- Effective Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Data Labs Common Stock or Data Labs Preferred Stock (other than holders each a "Data Labs Certificate" and, collectively, the "Data Labs Certificates") whose shares were converted pursuant to Section 2.3 into the right to receive shares of Excluded SharesYurie Common Stock (i) notice advising such holders a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Data Labs Certificates shall pass, only upon delivery of the Data Labs Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)to the Exchange Agent) and (ii) instructions for surrendering use in effecting the surrender of the Data Labs Certificates (or affidavits in exchange for certificates representing shares of loss in lieu thereof) Yurie Common Stock. Upon surrender of a Data Labs Certificate for cancellation to the Exchange Agent (or to such materials and instructions to include customary provisions other agent or agents as may be appointed by Yurie, together with respect to delivery such letter of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent in accordance with the terms of such transmittal materialstransmittal, duly executed, the holder of such Data Labs' Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Yurie Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to the provisions of this Article IIIII and cash in lieu of any fractional shares, and the Data Labs Certificate or Book-Entry Shares so surrendered shall forthwith immediately be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares that Data Labs Common Stock or Data Labs Preferred Stock which is not registered in the transfer records of the CompanyData Labs, a certificate representing the proper number of shares of Parent Yurie Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Exchange Agent Data Labs Certificate representing such Data Labs Common Stock or Data Labs Preferred Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to in evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid paid. Until surrendered as contemplated by this Section 2.6, each Data Labs Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Yurie Common Stock and cash in lieu of any fractional shares of Yurie Common Stock as contemplated by Section 2.5 above, or are not applicablethe rights any holder may have with respect to Dissenting Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Yurie Systems Inc), Agreement and Plan of Merger and Reorganization (Yurie Systems Inc)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Days) after the Effective Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record of Shares Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (other than holders i) a form of Excluded Shares) notice advising such holders letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits transfer of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Uncertificated Shares to the Exchange Agent and which shall be in accordance with customary form and contain customary provisions) and (ii) instructions for use in effecting the terms surrender of such transmittal materials, the Certificates or transfer of Uncertificated Shares in exchange for the Merger Consideration. Each holder of record of one or more shares of Company Common Stock shall, upon surrender or transfer to the Exchange Agent, together with such Certificate or Book-Entry Shares shall letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor (x) a certificate (or evidence the amount of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that cash to which such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g2.09(c)) equal to (A) any cash in lieu of fractional 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, and the Certificate or Book-Entry Shares shares of Company Common Stock so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration in accordance with this Section 2.10(b) may be made to a certificate representing person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper number form for transfer and the person requesting such payment shall pay any transfer Taxes required by reason of shares the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to that such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.10(b), each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest shall be paid or will accrue on any payment to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pyramid Breweries Inc), Agreement and Plan of Merger (Independent Brewers United, Inc.)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a Certificate (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and (or affidavits ii) instructions for effecting the surrender of loss the Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu thereofof fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided in Section 3.03(fbelow)) and instructions . Upon surrender of a Certificate for surrendering the Certificates (or affidavits of loss in lieu thereof) cancellation to the Exchange Agent (or to such materials other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions other documents as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to be required by the Exchange Agent in accordance with the terms of such transmittal materialsAgent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Public Company Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to the provisions of this Article IIIII plus cash in lieu of fractional shares pursuant to Section 2.3(c) and any dividends or distributions then payable pursuant to Section 2.3(d), and the Certificate or Book-Entry Shares so surrendered shall forthwith immediately be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that Merger Partner Common Stock which is not registered in the transfer records of the CompanyMerger Partner, a certificate representing the proper number of shares of Parent Public Company Common Stock, together with a check for Stock plus cash in lieu of fractional shares pursuant to Section 2.3(c) and any cash dividends or distributions pursuant to be paid upon due surrender of the Certificate, Section 2.3(d) may be issued and/or or paid to a person other than the person in whose name the Certificate so surrendered is registered, if such a transferee if Certificate is presented to the Exchange Agent is presented with the Certificate formerly representing such Shares and/or Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid paid. Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.3(c) and any dividends or are not applicabledistributions then payable pursuant to Section 2.3(d), as contemplated by this Section 2.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cornerstone BioPharma Holdings, Inc.), Agreement and Plan of Merger (Critical Therapeutics Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and Time, but in any event within five (5) Business Days 10 business days thereafter), the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record of Shares a Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)to the Exchange Agent) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in exchange for certificates representing the Merger Consideration and cash in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree)any fractional shares. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the terms of such transmittal materialsExchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to the provisions of this Article IIIII after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and any cash dividends or other distributions to be paid upon due surrender of the Certificatewhich such holder is entitled pursuant to Section 2.02(c), may be issued and/or paid to such a transferee if person other than the person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent is presented with the Agent, such Certificate formerly representing such Shares and/or all documents required to evidence and effect such shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to evidence a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that any applicable stock transfer taxes have such tax has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and cash in lieu of any fractional shares of Parent Common Stock as contemplated by Section 2.02(e). No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to Section 2.02(c) or 2.02(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Heartport Inc), Agreement and Plan of Merger (Johnson & Johnson)
Exchange Procedures. Promptly after (i) As promptly as practicable following the Parent Merger Effective Time (and but in any no event within five later than two (52) Business Days thereafter), the Surviving Corporation Entity of the Parent Merger shall cause the Exchange Agent to mail (and to make available for collection by hand) (A) to each holder of record of Shares a Certificate evidencing Company Common Stock, (other than holders x) a letter of Excluded Shares) notice advising such holders transmittal (a “Letter of the effectiveness of the MergerTransmittal”), including appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials Agent, and instructions to include customary provisions with respect to delivery which Letter of an “agent’s message” with respect to Book-Entry Shares and to Transmittal shall be in such form and have such other provisions as the Surviving Entity of the Parent and the Company Merger may reasonably agree). Upon specify, and (y) instructions for use in effecting the surrender of a Certificate (or affidavits the Certificates in exchange for the Parent Merger Consideration into which the number of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent in accordance with the terms shares of such transmittal materials, the holder of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement, together with any amounts payable in respect of dividends or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole distributions on shares of Parent Common Stock that such in accordance with Section 3.4(d) (which instructions shall provide that, at the election of the surrendering holder, (i) Certificates may be surrendered by hand delivery or otherwise or (ii) the Merger Consideration in exchange therefor, together with any amounts payable in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.4(d), may be collected by hand by the surrendering holder is entitled or by check or wire transfer to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(gsurrendering holder)) equal to (A) any cash in lieu of fractional shares plus , (B) any unpaid non-stock dividends and any other dividends or other distributions that such to each holder has the right to receive pursuant to the provisions of this Article III, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event record of a transfer of ownership of Shares that is not registered in the transfer records of the CompanyCertificate evidencing Company Limited Voting Stock, a certificate representing the proper LVS Merger Consideration into which the number of shares of Company Limited Voting Stock previously represented by such Certificate shall have been converted pursuant to this Agreement, (C) to each holder of a Company Option, a certificate representing an option to acquire shares of Parent Common Stock, together with (D) to each holder of a check for any cash to be paid upon share of Company Restricted Stock, a certificate representing shares of Parent Common Stock in an amount due surrender of the Certificate, may be issued and/or paid and payable to such holder pursuant to Section 3.5(b) in respect of such share of Company Restricted Stock, and (E) to each holder of a transferee Company Phantom Share, a certificate representing shares of Parent Common Stock in an amount due and payable to such holder pursuant to Section 3.5(c), if the Exchange Agent is presented with the Certificate formerly representing any, in respect of such Shares and/or all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableCompany Phantom Share.
Appears in 2 contracts
Samples: Voting Agreement (Parkway Properties Inc), Voting Agreement (Thomas Properties Group Inc)
Exchange Procedures. Promptly At the Effective Time, the exchange agent mutually selected by Midwest and CoVest (the “Exchange Agent”) shall, as soon as practicable after the Effective Time but in no event later than three (and in any event within five (53) Business Days thereafter)business days following the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares (other than holders CoVest, any subsidiary of Excluded SharesCoVest, or Midwest) notice advising such holders of a certificate or certificates which as of the effectiveness Effective Time represented outstanding shares of CoVest Common Stock (the Merger“Certificates”), including appropriate pursuant to documentation reasonably acceptable to Midwest and CoVest: (i) a form letter of transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss a lost certificate affidavit and bond in lieu thereof, as provided in Section 3.03(fa form reasonably acceptable to the Exchange Agent); and (ii) and instructions for surrendering use in effecting the surrender of the Certificates (or affidavits in exchange for the Merger Consideration. Upon surrender of loss in lieu thereof) a Certificate for cancellation to the Exchange Agent (such materials or a lost certificate affidavit and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be bond in such a form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares acceptable to the Exchange Agent in accordance Agent), together with the terms such letter of such transmittal materialstransmittal, duly executed, the holder of such Certificate or Book-Entry Shares shall be entitled to receive (as provided in Sections 1.03 and 1.04 hereof) in exchange therefor (x) a certificate (or evidence the Merger Consideration representing the number of shares in book-entry form, as applicable) representing that number of whole Midwest Common Stock and cash into which the shares of Parent CoVest Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in Stock, theretofore represented by the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive Certificate so surrendered, shall have been converted pursuant to the provisions of this Article IIII, plus an amount of cash for any fractional share of Midwest Common Stock which such holder would be entitled to receive pursuant to Section 1.09(d) hereof and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelleddelivered to Midwest for cancellation. No interest will be paid or accrued on any amount payable upon due surrender Midwest shall direct the Exchange Agent to make such deliveries within three (3) business days of the Certificates or Book-Entry Sharesreceipt of all required documentation. In the event of a transfer of ownership of Shares that CoVest Common Stock which is not registered in the transfer records of the CompanyCoVest, a certificate representing the proper number of shares of Parent Midwest Common Stock, together with a check for any Stock and cash to be paid upon due surrender of the Certificate, may be issued and/or paid to such Table of Contents a transferee if the Exchange Agent Certificate representing such CoVest Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that by any applicable stock transfer taxes have been paid or are not applicabletaxes.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Midwest Banc Holdings Inc), Agreement and Plan of Reorganization (Covest Bancshares Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and but in any event within not later than five (5) Business Days business days thereafter), the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than holders the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.2, (i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company may reasonably agreespecify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration. Parent will use its reasonable efforts to cause provision to be made for holders of Certificates to procure in person immediately after the Effective Time a letter of transmittal and instructions and to deliver in person immediately after the Effective Time such letter of transmittal and Certificates in exchange for the Merger Consideration and, if applicable, cash in lieu of fractional shares as contemplated by Section 2.3(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the terms of such transmittal materialsExchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to the provisions of this Article III2, certain dividends or other distributions in accordance with Section 2.3(c) and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.3(e), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if Person other than the Exchange Agent is presented with Person in whose name the Certificate formerly representing so surrendered is registered if such Shares and/or all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to evidence a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that any applicable stock transfer taxes have such tax has been paid or are is not applicable. Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender in accordance with this Section 2.3 the Merger Consideration into which the shares of Company Common Stock shall have been converted pursuant to Section 2.2, cash in lieu of any fractional shares of Parent Common Stock as contemplated by Section 2.3(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article 2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kerr McGee Corp /De), Agreement and Plan of Merger (Westport Resources Corp /Nv/)
Exchange Procedures. Promptly As soon as reasonably practicable after the Topco Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares shares of New Pumpkin Common Stock and New Pumpkin Preferred Stock immediately prior to the Topco Effective Time whose shares were converted into the right to receive shares of AMB Common Stock and AMB New Preferred Stock pursuant to Section 2.1, (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the ProLogis Certificates shall pass, only upon delivery of the ProLogis Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials Agent, and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to which shall be in such form and have such other provisions as Parent AMB and the Company ProLogis may reasonably agree). Upon specify) and (ii) instructions for use in effecting the surrender of the ProLogis Certificates in exchange for certificates representing shares of AMB Common Stock and AMB New Preferred Stock. Upon surrender of a ProLogis Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance together with such letter of transmittal, duly executed, and such other documents as the terms of such transmittal materialsExchange Agent may reasonably require, the holder of such ProLogis Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent AMB Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that AMB New Preferred Stock which such holder has the right to receive in respect of the ProLogis Certificate surrendered pursuant to the provisions of this Article IIIII (after taking into account all shares of New Pumpkin Common Stock and New Pumpkin Preferred Stock then held by such holder), and the ProLogis Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of ProLogis Common Shares that or ProLogis Preferred Shares which is not registered in the transfer records of ProLogis or a transfer of ownership of New Pumpkin Common Stock or New Pumpkin Preferred Stock which is not registered in the Companytransfer records of New Pumpkin, a certificate representing the proper number of shares of Parent AMB Common Stock and AMB New Preferred Stock, together with a check for any cash to be paid upon due surrender of the Certificateas applicable, may be issued and/or paid to such a transferee if the Exchange Agent ProLogis Certificate representing the applicable New Pumpkin Common Stock or New Pumpkin Preferred Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid paid. Until surrendered as contemplated by this Section 2.2, each ProLogis Certificate shall be deemed at any time after the Topco Effective Time to represent only the right to receive AMB Common Stock or are not applicableAMB New Preferred Stock into which the shares of New Pumpkin Common Stock and New Pumpkin Preferred Stock represented by such ProLogis Certificate have been converted as provided in this Article II and the right to receive upon such surrender cash in lieu of any fractional shares of AMB Common Stock as provided in this Section 2.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prologis), Agreement and Plan of Merger (Amb Property Lp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of CompCore Common Stock (other than holders each a "Certificate," and collectively, the "Certificates") whose shares were converted pursuant to Section 2.1 and the Merger Agreement into the right to receive shares of Excluded SharesXxxxx Common Stock (i) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent Xxxxx and the Company CompCore may reasonably agree)specify, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Xxxxx Common Stock. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance or to such other agent or agents as may be appointed by Xxxxx, together with the terms a duly executed letter of such transmittal materialstransmittal, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Xxxxx Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to the provisions of this Article IIISection 2.1(b) less such holder's pro rata portion of the Escrow Shares, and the Certificate or Book-Entry Shares so surrendered shall forthwith immediately be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares that CompCore Common Stock which is not registered in the transfer records of the CompanyCompCore, a certificate representing the proper number of shares of Parent Xxxxx Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such CompCore Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Xxxxx Common Stock and cash in lieu of any fractional shares of Xxxxx Common Stock as contemplated by this Section 2.2. The instructions for effecting the surrender of the Certificates shall set forth procedures that must be taken by the holder of any Certificate that has been lost, destroyed or are stolen. It shall be a condition to the right of such holder to receive a certificate representing shares of Xxxxx Common Stock that the Exchange Agent shall have received, along with the letter of transmittal, a duly executed lost certificate affidavit, including an agreement to indemnify Xxxxx, signed exactly as the name or names of the registered holder or holders appeared on the books of CompCore immediately prior to the Effective Time, together with such other documents as Xxxxx or the Exchange Agent may reasonably require in connection therewith; provided that such holder shall not applicable.be required to furnish a bond. (c)
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cismas Sorin C), Agreement and Plan of Reorganization (Haber George T)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, Parent or the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than holders the “Certificates”) that were converted pursuant to Section 2.1(c) into the right to receive the Merger Price (i) a letter of Excluded Shares) notice advising such holders of transmittal in a form prepared prior to the effectiveness of Effective Time and reasonably acceptable to the Merger, including appropriate transmittal materials specifying Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Paying Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as the Parent and or the Company Surviving Corporation may reasonably agree)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Price. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent Paying Agent, together with such letter of transmittal duly executed and completed in accordance with the terms of such transmittal materialsits terms, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence cash payment representing the Merger Price for each share of shares in book-entry form, as applicable) representing that number of whole shares of Parent Company Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect represented thereby, subject to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that applicable withholding tax, which such holder has the right to receive pursuant to the provisions of this Article IIIII, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No In no event shall the holder of any Certificate be entitled to receive interest will be paid or accrued on any amount payable upon due surrender funds to be received in the Merger, including any interest accrued in respect of the Certificates or Book-Entry SharesPayment Fund. In the event of a transfer of ownership of Shares that Company Common Stock prior to the Effective Time which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Merger Price may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Paying Agent accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Price for each share of Company Common Stock represented thereby as contemplated by this Article II, together with the dividends, if any, which may have been declared by the Company on the Company Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. Parent and the Surviving Corporation shall pay all fees and expenses of the Paying Agent in connection with the Payment Fund and the distributions therefrom.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AmNet Mortgage, Inc.), Agreement and Plan of Merger (Wachovia Corp New)
Exchange Procedures. Promptly As promptly as practicable (but no later than five business days) after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.01(a): (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent), and (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)ii) and instructions for surrendering use in effecting the surrender of the Certificates (or affidavits pursuant to such letter of loss in lieu thereof) transmittal. Upon surrender to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits for cancellation, together with such letter of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent transmittal, duly completed and validly executed in accordance with the terms of instructions thereto, and such transmittal materialsother documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive in respect of the Shares formerly represented by such Certificate (after taking into account all Shares then held by such holder), cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to the provisions of this Article IIISection 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of cancelled and returned to the Certificates or Book-Entry SharesCompany. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for cash in lieu of any cash fractional shares of Parent Common Stock to be paid upon due surrender of the Certificate, which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid paid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and any dividends or are not applicableother distributions to which such holder is entitled pursuant to Section 2.02(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Commonwealth Industries Inc/De/), Agreement and Plan of Merger (Imco Recycling Inc)
Exchange Procedures. Promptly As soon as practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) notice advising such holders the Company, Parent, Sub and any wholly owned subsidiary of the effectiveness Company) of a certificate or certificates which immediately prior to the MergerEffective Time represented issued and outstanding shares of Company Common Stock (collectively, including appropriate the "Certificates") whose shares were converted into the right to receive Parent Common Stock pursuant to Section 2.1(c), (i) a letter of transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company may reasonably agree)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance Agent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the terms of such transmittal materialsExchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to the provisions of this Article III2 and any cash in lieu of fractional shares of Parent Common Stock, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that shares of Company Common Stock which is not registered in on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for Stock and any cash to be paid upon due surrender in lieu of the Certificate, fractional shares of Parent Common Stock may be issued and/or and paid to such a transferee if the Exchange Agent Certificate representing such Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicable.paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Article 2 and the Illinois
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ticketmaster Group Inc), Agreement and Plan of Merger (Usa Networks Inc)
Exchange Procedures. Promptly after the Effective Time (Time, but in no event more than 5 days after the Effective Time, Parent and in any event within five (5) Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record a Certificate (i) a letter of Shares (other than holders of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)such letter to be reasonably acceptable to the Company prior to the Effective Time) and (ii) instructions for surrendering effecting the surrender of such Certificates (or affidavits in exchange for the applicable Merger Consideration. Upon surrender of loss in lieu thereof) a Certificate to the Exchange Agent (together with such materials letter of transmittal, duly executed and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent completed in accordance with the terms of instructions thereto, and such transmittal materialsother documents as may reasonably be required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (xA) a certificate (one or evidence of shares in book-entry form, as applicable) representing that number of whole more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holder is entitled has the right to receive pursuant to this Article III Section 1.7 (after taking into account all shares of Company Common Stock then held by such holder) and (yB) if required, a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any the cash in lieu of fractional 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 IIIII, including cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.5 and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelleddividends and other distributions pursuant to Section 2.3. No interest will be paid or accrued will accrue on any amount cash payable upon due surrender of the Certificates pursuant to Section 2.3 or Book-Entry SharesSection 2.5. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a certificate representing one or more shares of Parent Common Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock, together with a check for in the proper amount of cash in lieu of any cash fractional shares of Parent Common Stock pursuant to be paid upon due surrender of the CertificateSection 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3, may be issued and/or paid with respect to such Company Common Stock to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock is presented with to the Certificate formerly representing such Shares and/or 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 applicableas the Exchange Agent may require.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quaker Oats Co), Agreement and Plan of Merger (Pepsico Inc)
Exchange Procedures. Promptly As soon as practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record of Shares a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Class A Common Stock pursuant to Section 2.1(a) and/or the Cash Consideration (other than holders “Certificates”), (i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Mergertransmittal in customary form, including appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company may reasonably agree)specify, including offering holders of Certificates the ability to hold their shares of Parent Class A Common Stock in book entry form in lieu of the certificates provided for below and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Class A Common Stock. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance Agent, together with the terms a duly executed letter of such transmittal materialstransmittal, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) certificates representing that whole number of whole shares of Parent Class A Common Stock that which such holder is entitled has the right to receive pursuant to this Article III Section 2.1(a) in such denominations and registered in such names as such holder may request and (y) a check in representing the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any of Cash Consideration and cash in lieu of fractional shares plus (B) any shares, if any, and unpaid non-stock dividends and any other dividends or other distributions that distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article IIIII, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledafter deduction of any required withholding tax. No interest will be paid or accrued on any amount the Cash Consideration or the cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, payable upon due surrender to holders of the Certificates or Book-Entry Sharesshares of Company Common Stock. In the event of a transfer of ownership of Shares that shares of Company Common Stock which is not registered in on the transfer records of the Company, a certificate representing the proper number of shares of Parent Class A Common Stock, together with a check for any the Cash Consideration plus cash to be paid upon due surrender in lieu of the Certificatefractional shares, if any, and unpaid dividends and distributions, if any, may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock held by such transferee is presented with to the Certificate formerly representing such Shares and/or 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 applicablepaid.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intersil Corp/De), Agreement and Plan of Merger (Intersil Corp/De)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record of Shares a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such customary form and have such provisions as Parent and subject to the reasonable approval of the Company may reasonably agree)prior to the Effective Time) and (ii) instructions for its use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificates. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance together with the terms such letter of transmittal, properly completed and duly executed, and such transmittal materialsother documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (xA) a certificate (one or evidence of shares in book-entry form, as applicable) representing that number of whole more shares of Parent Common Stock that such holder (which shall be in uncertificated book-entry form unless a physical certificate is entitled to receive pursuant to this Article III and (yrequested) a check representing, in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu aggregate, the whole number of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 1.6 (after taking into account all shares of Company Common Stock previously represented by all Certificates then held by such holder) and (B) a check in the provisions amount equal to the cash portion of the Merger Consideration, if any, that such holder has the right to receive pursuant to Section 1.6 and this Article IIIII, including cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(e) and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelleddividends and other distributions pursuant to Section 2.1(c). No interest will shall be paid or accrued on any amount Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable upon due surrender to holders of the Certificates or Book-Entry SharesCertificates. In the event of a transfer of ownership of Shares that shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number Merger Consideration payable in respect of such shares of Parent Company Common Stock, together with a check for any cash to Stock may be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such exchange shall pay to evidence the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration in any name other than that of the registered holder of the Certificate surrendered, or required for any applicable stock transfer taxes have other reason, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or are is not applicablepayable. Until surrendered as contemplated by this Section 2.1, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.1(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Petrohawk Energy Corp), Agreement and Plan of Merger (Mission Resources Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation on behalf of Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock, Preferred Stock or Senior Preferred Stock (the “Certificates”) whose shares are converted pursuant to Section 2.01(c) into the right to receive Parent Shares (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other customary provisions as Parent and the Company Surviving Corporation may reasonably agree)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Parent Shares and cash. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent Agent, together with such letter of transmittal duly executed and completed in accordance with the terms of such transmittal materialsits terms, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) therefore a certificate (or evidence holding statement representing shares registered on the books of shares in book-entry form, as applicable) the Parent representing that number of whole shares of duly and validly authorized Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that Shares which such holder has the right to receive at Closing pursuant to the provisions of this Article IIIII. Thereafter, subject to completion of the procedures specified in Section 2.01(c)(iv), and less the Holdback Shares, such holder shall be entitled to receive a holding statement representing the additional Parent Shares and cash, if any, which such holder has the right to receive after final resolution of the Net Liabilities and any increases or decreases in the Parent Share Consideration in accordance with Section 2.01(c), as adjusted, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares that Company Common Stock, Preferred Stock or Senior Preferred Stock which is not registered in the transfer records of the Company, a certificate holding statement representing the proper appropriate number of shares of whole Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Shares may be issued and/or paid to such a transferee if the Certificate representing such Company Common Stock, Preferred Stock or Senior Preferred Stock is presented to the Exchange Agent is presented with the Certificate formerly representing such Shares and/or accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid and that all applicable United States and Australian federal or are state securities laws have been complied with. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time for all corporate purposes of Parent, except as limited by paragraph (c) below, to represent ownership of the number of duly and validly authorized Parent Shares into which the number of shares of Company Common Stock, Preferred Stock or Senior Preferred Stock, as the case may be, shown thereon have been converted as contemplated by this Article II. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, Parent shall, as promptly as practicable following the receipt by Parent of the foregoing documents, issue in exchange for such lost, stolen or destroyed Certificate that portion of the Parent Shares represented by the lost, stolen or destroyed Certificate in exchange therefore which the Company’s stockholder has the right to receive. The Board of Directors of Parent may in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to provide to Parent an indemnity agreement, but not applicablea bond, against any claim that may be made against Parent with respect to the Certificate alleged to have been lost, stolen or destroyed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Progen Pharmaceuticals LTD), Agreement and Plan of Merger (Progen Pharmaceuticals LTD)
Exchange Procedures. Promptly after the Effective Time (and in any event within no more than five (5Business Days) Business Days thereafter)after the Effective Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record of Shares a certificate or certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than holders the “Certificates”) (i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)to the Exchange Agent) and (ii) instructions for surrendering use in effecting the surrender of the Certificates (or affidavits in exchange for the Merger Consideration payable in respect of loss in lieu thereof) the shares of Company Common Stock formerly represented by such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)1) or Book-Entry Shares to the Exchange Agent in accordance with the terms of such transmittal materials, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence the Merger Consideration payable in respect of shares in book-entry form, as applicable) representing that number of whole the shares of Parent Company Common Stock that formerly represented by such holder is entitled to receive pursuant to this Article III Certificate and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of any fractional 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 share of this Article IIIParent Common Stock, and (2) the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number Merger Consideration payable in respect of such shares of Parent Company Common Stock, together with a check for any cash to Stock may be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes Taxes have been paid paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock formerly represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or are not applicableother distributions to which such holder is entitled pursuant to Section 2.2(c), in each case, without any interest thereon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tween Brands, Inc.), Agreement and Plan of Merger (Dress Barn Inc)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause its transfer agent (or a depository or trust institution of recognized standing selected by BancTrust and reasonably satisfactory to Peoples) (the “Exchange Agent Agent”) to mail to each holder the former shareholders of record of Shares (other than holders of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including Peoples appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of Peoples Common Stock shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent). After the Effective Time, each holder of shares of Peoples Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or affidavits as to which dissenters’ rights of loss in lieu thereof, appraisal have been perfected as provided in Section 3.03(f)3.4 of this Agreement) issued and instructions for surrendering outstanding at the Certificates (Effective Time shall surrender the certificate or affidavits of loss in lieu thereof) certificates representing such shares to the Exchange Agent (or shall furnish customary documentation and indemnity if any such materials certificates are lost, stolen or destroyed) and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent in accordance with the terms of such transmittal materials, the holder of such Certificate or Book-Entry Shares shall be entitled to promptly thereafter receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as Merger Consideration provided in Section 3.03(g)3.1 of this Agreement, together with all undelivered dividends or distributions in respect of the shares of BancTrust Common Stock received (without interest thereon) equal pursuant to (A) any Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of Peoples Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that share of BancTrust Common Stock to which such holder has may be otherwise entitled (without interest). The Surviving Corporation shall not be obligated to deliver the right Merger Consideration to receive pursuant to which any former holder of Peoples Common Stock is entitled as a result of the provisions Merger until such holder surrenders his certificate or certificates representing the shares of Peoples Common Stock for exchange as provided in this Article III, and the Certificate Section 4.1. The certificate or Book-Entry Shares certificates of Peoples Common Stock so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if duly endorsed as the Exchange Agent is presented with may require. Any other provision of this Agreement notwithstanding, neither the Certificate formerly representing such Shares and/or all documents required Surviving Corporation nor the Exchange Agent shall be liable to evidence and effect such transfer and a holder of Peoples Common Stock for any amounts paid or property delivered in good faith to evidence that a public official pursuant to any applicable stock transfer taxes have been paid or are not applicableabandoned property Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peoples Banctrust Co Inc), Agreement and Plan of Merger (Peoples Banctrust Co Inc)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter), the Surviving Corporation shall cause the The Exchange Agent to shall mail to each holder of record of Shares certificates representing shares of Company Common Stock and Company Preferred Stock (other than holders "Company Certificates"), whose shares were converted into the right to receive Parent Common Stock (and cash in lieu of Excluded Sharesfractional shares pursuant to Section 3.04) notice advising promptly after the Effective Time: (i) a form letter of transmittal in form and substance satisfactory to Company, such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying approval not to be unreasonably withheld (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery receipt of the Company Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to by the Exchange Agent (such materials Agent, and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company may reasonably agreeCertificates in exchange for Parent Certificates (and cash in lieu of any fractional share). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares Company Certificates for cancellation to the Exchange Agent in accordance or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the terms of such transmittal materialsExchange Agent, the holder of such Certificate or Book-Entry Shares Company Certificates shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) Parent Certificate representing that the number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional 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 this Article III and payment of cash in lieu of any fractional share which such holder has the right to receive pursuant to Section 3.04, and the Company Certificates so surrendered shall be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock or Company Preferred Stock will be deemed from and after the Effective Time, for all purposes, to evidence the right to receive the number of full shares of Parent Common Stock into which such shares of Company Common Stock or Company Preferred Stock, as the case may be, shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional share in accordance with Section 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mayan Networks Corp/Ca), Agreement and Plan of Merger (Ariel Corp)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent, as Exchange Agent, shall cause the Exchange Agent to mail or deliver to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Company Series A Preferred Stock (other than holders the “Certificates”) (A) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss to Parent and shall be in lieu thereof, as provided in Section 3.03(f)reasonable and customary form) and (B) instructions for surrendering use in effecting the surrender of the Certificates (or affidavits in exchange for certificates representing shares of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree)Common Stock. Upon the surrender of a Certificate (or affidavits for cancellation to Parent together with such letter of loss in lieu thereof transmittal, properly completed and duly executed, and such other documents as provided in Section 3.03(f)) or Book-Entry Shares may be reasonably required pursuant to the Exchange Agent in accordance with the terms of such transmittal materialsinstructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive in respect of the shares of Company Common Stock or Company Series A Preferred Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock and Company Preferred Stock then held by such holder) as set forth in the Merger Consideration Spreadsheet, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to the provisions of this Article IIISection 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount cash in lieu of fractional shares or on any unpaid dividends and distributions payable upon due surrender to holders of the Certificates or Book-Entry SharesCertificates. In the event of a transfer of ownership of Shares that shares of Company Common Stock or Company Series A Preferred Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock or Company Series A Preferred Stock is presented with the Certificate formerly representing such Shares and/or to Parent, accompanied by all documents reasonably required to evidence and effect such transfer and to by evidence reasonably satisfactory that any applicable stock transfer taxes taxes, if any, have been paid paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or are not applicableother distributions to which such holder is entitled pursuant to Section 2.2(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RespireRx Pharmaceuticals Inc.), Agreement and Plan of Merger (Cortex Pharmaceuticals Inc/De/)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Citicorp Common Stock or Citicorp Preferred Stock (other than holders the "Certificates") whose shares were converted into the right to receive the Merger Consideration or shares of Excluded SharesTravelers Preferred Stock, as applicable, pursuant to Section 2.01, (i) notice advising such holders a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent Travelers and the Company Citicorp may reasonably agree)specify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration or shares of Travelers Preferred Stock, as applicable. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the terms of such transmittal materialsExchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Travelers Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that Travelers Preferred Stock which such holder has the right to receive pursuant to the provisions of this Article IIIII, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Travelers Common Stock in accordance with Section 2.02(e), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that Citicorp Common Stock or Citicorp Preferred Stock which is not registered in the transfer records of the CompanyCiticorp, a certificate representing the proper number of shares of Parent Travelers Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock or Travelers Preferred Stock may be issued and/or paid to such a transferee if person other than the Exchange Agent is presented with person in whose name the Certificate formerly representing so surrendered is registered if such Shares and/or all documents required to evidence and effect such Certificate is properly endorsed or otherwise in proper form for transfer and the person requesting such issuance pays any transfer or other taxes required by reason of the issuance of shares of Travelers Common Stock or Travelers Preferred Stock to evidence a person other than the registered holder of such Certificate or establishes to the satisfaction of Travelers that any applicable stock transfer taxes have such tax has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration or shares of Travelers Preferred Stock, as applicable, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Travelers Common Stock in accordance with Section 2.02(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Travelers Group Inc), Agreement and Plan of Merger (Citicorp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Merger Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a certificate or certificates which, immediately prior to the Merger Effective Time, represented outstanding shares of ONEOK Common Stock (other than holders the "Certificates"), which holder's shares of Excluded SharesONEOK Common Stock were converted into the right to receive the same number of shares of NewCorp Common Stock (Stock Consideration): (i) notice advising such holders a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials Agent, and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and ONEOK or the Company Surviving Corporation may reasonably agreespecify); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Stock Consideration. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance Agent, together with the terms such letter of such transmittal materialstransmittal, duly executed, and any other required documents, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent NewCorp Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to the provisions of this Article III, III and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares that ONEOK Common Stock which is not registered in the transfer records of the CompanyONEOK, a certificate representing the proper appropriate number of shares of Parent NewCorp Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Certificate representing such shares is presented to the Exchange Agent is presented with the Certificate formerly representing such Shares and/or accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Merger Effective Time to represent only the right to receive upon such surrender the Stock Consideration. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the NewCorp capital stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or are not applicabledistributed with respect thereto for the account of persons entitled thereto.
Appears in 2 contracts
Samples: Merger Agreement (Oneok Inc), Agreement (Western Resources Inc /Ks)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to and the Exchange Agent shall mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than holders the "Certificates") whose shares of Excluded SharesCompany Common Stock were converted pursuant to Section 2.1 into the right to receive shares of Parent Common Stock (i) notice advising such holders a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials Agent, and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company may reasonably agreespecify) and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock as provided below). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms such letter of such transmittal materialstransmittal, duly executed, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to the provisions of this Article III2 after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, and the Certificate or Book-Entry Shares so surrendered transferred shall forthwith immediately be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 2.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aon Corp), Agreement and Plan of Merger (Asi Solutions Inc)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time, the Exchange Agent will mail to the Persons who were record holders of Company Common Stock immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (and in any event within five (5) Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Certificates Exchange Agent); and (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)ii) and instructions for surrendering use in effecting the surrender of Company Stock Certificates (or affidavits in exchange for certificates representing Parent Common Stock. Upon surrender of loss in lieu thereof) a Company Stock Certificate to the Exchange Agent (for exchange, together with a duly executed letter of transmittal and such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to other documents as may be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to required by the Exchange Agent in accordance with the terms of such transmittal materials, or Parent: (A) the holder of such Company Stock Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that the number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional 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, Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock); and (B) the Company Stock Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest will Until surrendered as contemplated by this Section 1.7(b), each Company Stock Certificate shall be paid or accrued on any amount payable upon due surrender of deemed, from and after the Certificates or Book-Entry Shares. In Effective Time, to represent only the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition to the issuance of any certificate representing Parent Common Stock, together with require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a check for bond (in such sum as Parent may reasonably direct) as indemnity against any cash to be paid upon due surrender of the Certificate, claim that may be issued and/or paid made against the Exchange Agent, Parent or the Surviving Corporation with respect to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableCompany Stock Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wave Wireless Corp), Agreement and Plan of Merger (Waverider Communications Inc)
Exchange Procedures. Promptly As soon as practicable after the Effective Time, (i) NeoPath shall deliver to AutoCyte a list of all record holders of NeoPath Common Stock immediately prior to the Effective Time (and in any event within five (5) Business Days thereafterthe "Record Holders"), setting forth each stockholder's name, address and number of shares of NeoPath Common Stock held prior to the Surviving Corporation shall cause Effective Time and such other information as may be reasonably requested by the Exchange Agent, certified by the Chief Executive Officer of NeoPath (the "Stockholder List") and (ii) the Exchange Agent shall be instructed to mail to each holder Record Holder a form of record letter of Shares (other than holders transmittal which shall specify instructions for use in effecting the surrender of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying that delivery shall be effected, NeoPath Common Stock certificates in exchange for AutoCyte Common Stock certificates and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss cash in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree)fractional shares. Upon the surrender Exchange Agent's receipt of the letter of transmittal and any certificate held by a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent in accordance with the terms of such transmittal materialsstockholder, the holder of such Certificate or Book-Entry Shares each stockholder shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent AutoCyte Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in into which the amount (after giving effect to any required tax withholdings shares of NeoPath Common Stock as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has set forth on the right to receive Stockholder List shall have been converted pursuant to the provisions of this Article III, Agreement. The shares of NeoPath Common Stock outstanding immediately prior to the Effective Time (and the Certificate or Book-Entry Shares so surrendered any certificates representing such shares) shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender deemed canceled as of the Certificates or Book-Entry SharesEffective Time. In the event of a transfer of ownership of Shares that is not registered AutoCyte Common Stock into which NeoPath Common Stock shall be converted in the transfer records of Merger shall be deemed to have been issued at the Company, a certificate representing the proper number of shares of Parent Effective Time. If any AutoCyte Common Stock, together with a check for any cash Stock certificates are to be paid upon due surrender issued in a name other than that in which the NeoPath Common Stock was registered immediately prior to the Effective Time, it shall be a condition of such issuance that the Certificate, may be issued and/or paid person requesting such issuance shall deliver to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or all documents required necessary to evidence and effect such transfer and shall pay to evidence the Exchange Agent any transfer or other taxes required by reason of the issuance of certificates for such shares of AutoCyte Common Stock in a name other than that any applicable stock transfer taxes have of the registered holder of the certificate or surrendered or establish to the satisfaction of the Exchange Agent that such tax has been paid or are is not applicable. Neither AutoCyte nor NeoPath shall be liable to any stockholder for shares of stock or any cash in lieu of fractional interests delivered to a public official pursuant to applicable escheat or abandoned property laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neopath Inc), Agreement and Plan of Merger (Autocyte Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than holders the "Certificates") whose shares were converted pursuant to Section 1.2 into the right to receive shares of Excluded SharesParent Common Stock (i) notice advising such holders a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company may reasonably agree)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance Agent, together with the terms such letter of such transmittal materialstransmittal, duly executed, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional 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 IIII, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or paid. Until surrendered as contemplated by this Section 1.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 1.3. Lost and mutilated shares of Company Common Stock shall be treated in the same manner as they are not applicablecurrently treated by the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Physician Reliance Network Inc), Agreement and Plan of Merger (American Oncology Resources Inc /De/)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares represented by a Certificate (other than holders of Excluded Shares) notice advising such holders (i) a letter of the effectiveness of the Merger, including appropriate transmittal materials in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, of the Certificates as provided in Section 3.03(f2.2(g)) to the Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for surrendering the Certificates (or affidavits of loss in lieu thereofof the Certificates as provided in Section 2.2(g)) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree)Agent. Upon the surrender of a Certificate (or affidavits affidavit of loss in lieu thereof of the Certificate as provided in Section 3.03(f2.2(g)) or Book-Entry Shares to the Exchange Agent in accordance with the terms of such transmittal materialsletter of transmittal, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (one or evidence of shares in book-entry form, as applicable) representing that number of whole more shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check which shall represent, in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu aggregate, the whole number of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Article IIISection 2.1(a), and the less any required Tax withholdings as provided in Section 2.2(h). The Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry SharesCertificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash Stock to be paid exchanged upon due surrender of the Certificate, Certificate may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or 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 Taxes have been paid or are not applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Engility Holdings, Inc.), Agreement and Plan of Merger (Science Applications International Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of ValueVision Common Stock or National Media Common Stock (other than holders including the Series A Junior Participating Preferred Stock associated with the National Media Common Stock and issued pursuant to the National Media Rights Plan) (the "Certificates") whose shares were converted pursuant to Section 2.1 or Section 2.2 into the right to receive shares of Excluded SharesParent Common Stock (i) notice advising such holders a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent ValueVision and the Company National Media may reasonably agreespecify), and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock as provided below). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms such letter of such transmittal materialstransmittal, duly executed, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to the provisions of this Article IIIII, and the Certificate or Book-Entry Shares so surrendered shall forthwith immediately be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares that ValueVision Common Stock or National Media Common Stock prior to the Effective Time which is not registered in the transfer records of the CompanyValueVision or National Media, respectively, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such ValueVision Common Stock or National Media Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid paid. Immediately after the Effective Time, each outstanding Certificate which theretofore represented shares of ValueVision Common Stock or are National Media Common Stock shall represent only the right to receive the shares of Parent Common Stock pursuant to the terms hereof and shall not applicablebe deemed to evidence ownership of the number of shares of Parent Common Stock into which such shares of ValueVision Common Stock or National Media Common Stock would be or were, as the case may be, converted into the right to receive until the Certificate therefor shall have been surrendered in accordance with this Section 2.4.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (National Media Corp), Agreement and Plan of Reorganization and Merger (Valuevision International Inc)
Exchange Procedures. Promptly As soon as practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a Certificate, (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) Certificate to the Exchange Agent (such materials Agent, and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other customary provisions as Parent and the Company may reasonably agree)specify) and (ii) instructions for effecting the surrender of the Certificate in exchange for a certificate or certificates representing shares of Parent Common Stock. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance Agent, together with the terms a duly executed letter of such transmittal materialstransmittal, the holder of such the Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (xA) a certificate (or evidence of shares in book-entry form, as applicable) certificates representing that whole number of whole shares of Parent Common Stock that such holder is entitled the Company Stockholder has the right to receive pursuant to this Article III Section 2.1 in such denominations and registered in such names as the Company Stockholder may request and (yB) a check in representing the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any of cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions shares, if any, that such holder the Company Stockholder has the right to receive pursuant to the provisions of this Article IIIII, and after giving effect to any required withholding Tax. The shares of Company Common Stock represented by the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount the cash in lieu of fractional shares of Parent Common Stock, if any, payable upon due surrender of to the Certificates or Book-Entry SharesCompany Stockholders. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any the cash to be paid upon due surrender in lieu of the Certificatefractional shares, if any, may be issued and/or paid to such a the transferee if the Exchange Agent Certificate held by the transferee is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents reasonably required to evidence and effect such the transfer and to evidence that any applicable stock transfer taxes Taxes have been paid. Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock and cash in lieu of fractional shares, if any, as provided in this Article II. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Exchange Agent will deliver in exchange for the lost, stolen or destroyed Certificate, a certificate representing the proper number of shares of Parent Common Stock, together with a check for the cash to be paid or are not applicablein lieu of fractional shares, if any, with respect to the shares of Company Common Stock formerly represented by such Certificate, and unpaid dividends and distributions on the shares of Parent Common Stock, if any, as provided in this Article II.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genesis Health Ventures Inc /Pa), Agreement and Plan of Merger (NCS Healthcare Inc)
Exchange Procedures. Promptly after the Effective Time (and but in any no event within five later than ten (510) Business Days thereafterbusiness days after the Effective Time), the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) notice advising such holders (i) a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and (such materials ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) certificates representing shares of Parent Common Stock and instructions (B) any unpaid dividends and other distributions and cash in lieu of fractional shares. Subject to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agreeSection 4.2(h). Upon the , upon surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent in accordance together with the terms such letter of such transmittal materialstransmittal, duly executed, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III IV and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)withholdings) equal to of (A) any cash in lieu of fractional shares plus (B) any unpaid cash dividends that such holder has the right to receive pursuant to the provisions of this Article IV and (z) any other non-stock dividends and any other cash dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Article III, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledIV. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry SharesCertificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the CertificateCertificate and any other cash dividends or distributions in respect thereof and any other non-cash dividends that such holder has the right to receive pursuant to the provisions of this Article IV, may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or 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. If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person (as hereinafter defined) requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of certificates of shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of Parent or the Exchange Agent that such tax has been paid or are is not applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HNC Software Inc/De), Agreement and Plan of Merger (Fair Isaac & Company Inc)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record of Shares a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such customary form and have such provisions as Parent and subject to the reasonable approval of the Company may reasonably agree)prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificates. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance together with the terms such letter of transmittal, properly completed and duly executed, and such transmittal materialsother documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (xA) a certificate (one or evidence of shares in book-entry form, as applicable) representing that number of whole more shares of Parent Common Stock that such holder (which shall be in uncertificated book-entry form unless a physical certificate is entitled to receive pursuant to this Article III and (yrequested) a check representing, in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu aggregate, the whole number of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 1.6 (after taking into account all shares of Company Common Stock previously represented by all Certificates then held by such holder) and (B) a check in the provisions amount equal to the cash portion of the Merger Consideration, if any, that such holder has the right to receive pursuant to Section 1.6 and this Article IIIII, including cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(e) and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelleddividends and other distributions pursuant to Section 2.1(c). No interest will shall be paid or accrued on any amount Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable upon due surrender to holders of the Certificates or Book-Entry SharesCertificates. In the event of a transfer of ownership of Shares that shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number Merger Consideration payable in respect of such shares of Parent Company Common Stock, together with a check for any cash to Stock may be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such exchange shall pay to evidence the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration in any name other than that of the registered holder of the Certificate surrendered, or required for any applicable stock transfer taxes have other reason, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or are is not applicablepayable. Until surrendered as contemplated by this Section 2.1, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.1(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Patina Oil & Gas Corp), Agreement and Plan of Merger (Noble Energy Inc)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail be mailed to each holder of record of Shares a Company Certificate, a letter of transmittal (other than holders of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have other such provisions as Parent and the Company may reasonably agree). Upon specify) and instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Upon surrender of a Company Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the terms of instructions thereto and such transmittal materialsother documents as may reasonably be required pursuant to such instructions, the holder of such Company Certificate or Book-Entry Shares shall be entitled to receive promptly in exchange therefor (xA) a certificate (or evidence of shares in book-entry form, as applicable) representing that the number of whole shares of Parent Common Stock that such holder is entitled has the right to receive pursuant to this Article III and as part of the Merger Consideration, a (yB) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any for cash in lieu of fractional shares plus (B) of Parent Common Stock, any unpaid non-stock dividends and any other dividends or other distributions that to which such holder has the right to receive is entitled pursuant to the provisions of this Article IIISection 2.7 and any other cash to which such holder is entitled, and the Company Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will Until so surrendered, each outstanding Company Certificate shall be paid or accrued on any amount payable deemed from and after the Closing, for all corporate purposes, to evidence the right to receive upon due such surrender such a certificate and check. Any portion of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together Stock and cash deposited with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented pursuant to Section (b) above, which remains undistributed to the holders of the shares of Company Common Stock for 12 months after the Closing shall be delivered to Parent, upon demand, and any holders of shares of Company Common Stock who have not theretofore complied with this Exhibit A shall thereafter be entitled to receive from Parent such a certificate and check. Any such portion of such shares and cash remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time as such amounts otherwise escheat to or become to or become property of any Governmental Entity shall, to the Certificate formerly representing such Shares and/or all documents required to evidence extent permitted by Law, become the property of the Surviving Corporation free and effect such transfer and to evidence that clear of any applicable stock transfer taxes have been paid claims or are not applicableinterest of any person previously entitled thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Regeneration Technologies Inc), Agreement and Plan of Merger (Tutogen Medical Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, Parent or the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than holders the “Certificates”) or non-certificated shares of Excluded Company Common Stock represented by book entry (“Book Entry Shares”) notice advising such holders whose shares were converted pursuant to Section 2.1(c) into the right to received the Merger Price, (i) a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) Book Entry Shares to the Exchange Paying Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company may reasonably agree)specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for Merger Price. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Book Entry Shares for cancellation to the Exchange Agent Paying Agent, together with such letter of transmittal duly executed and completed in accordance with the terms of such transmittal materialsits terms, the holder of such Certificate Certificates or Book-Book Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence cash payment representing the Merger Price for each share of shares in book-entry form, as applicable) representing that number of whole shares of Parent Company Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect represented thereby, subject to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that applicable withholding tax, which such holder has the right to receive pursuant to the provisions of this Article IIIII, and the Certificate Certificates or Book-Book Entry Shares so surrendered shall forthwith be cancelled. No In no event shall the holder of any Certificates or Book Entry Shares be entitled to receive interest will be paid or accrued on any amount payable upon due surrender funds to be received in the Merger, including any interest accrued in respect of the Certificates or Book-Entry SharesPayment Fund. In the event of a transfer of ownership of Shares that Company Common Stock prior to the Effective Time which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Merger Price may be issued and/or paid to such a transferee if the Exchange Agent Certificates or Book Entry Shares representing such Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Paying Agent accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid paid. Until surrendered as contemplated by this Section 2.03(b), each Certificates or are not applicableBook Entry Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Price for each share of Company Common Stock represented thereby as contemplated by this Article II, together with the dividends, if any, which may have been declared by the Company on the Company Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. Parent and the Surviving Corporation shall pay all fees and expenses of the Paying Agent in connection with the Payment Fund and the distributions therefrom.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Yak Communications Inc), Agreement and Plan of Merger (Globalive Communications Corp.)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time Date (and but in any event within five (5) Business Days thereafterbusiness days after the Effective Date), the Surviving Corporation EZCORP shall cause the Exchange Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Date represented outstanding shares of Company Common Stock (or other than holders certificate or agreement representing shares of Excluded Shares) notice advising such holders capital stock of the effectiveness Company which has been converted into Company Common Stock) (the “Certificates”) (1) a letter of the Merger, including appropriate transmittal materials specifying (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)to the Exchange Agent) and (2) instructions for surrendering use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) exchange for certificates representing EZCORP Shares. Upon surrender to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits for cancellation, together with such letter of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent transmittal, duly executed and completed in accordance with the terms of instructions thereto, and such transmittal materialsother documents as may be reasonably required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) either the Cash Consideration or a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that EZCORP Shares which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of the Company Common Stock then held by such holder) to which such holder is entitled pursuant to the provisions of this Article IIISection 3.1, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares that shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, applicable Merger Consideration may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or shares of Company Common Stock is properly endorsed and presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to evidence EZCORP that any applicable stock share transfer taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section, each Certificate shall be deemed at all times after the Effective Date to represent only the right to receive upon such surrender the applicable Merger Consideration.
Appears in 2 contracts
Samples: Merger Agreement (Ezcorp Inc), Merger Agreement (Ezcorp Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Buyer shall cause instruct the Exchange Agent to mail to each holder of record of Shares a Certificate or Certificates, (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) such Certificate to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company Buyer may reasonably agree)specify) and (ii) instructions to effect the surrender of Certificates in exchange for cash. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance or to such other agent or agents as may be appointed by Buyer together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions (collectively, the terms of such transmittal materials"Transmittal Documents"), the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to the provisions of this Article III, Section 2.1(a) and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of DOCP Shares that which is not registered in the transfer records of DOCP, the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any applicable Exchange Fund cash to may be paid upon due surrender of the Certificate, may be issued and/or paid in accordance with this Article II to such a transferee only if the Exchange Agent Certificate evidencing such transferred DOCP Shares is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid. Exchange Fund cash shall be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents, and Exchange Fund cash payments may be made by check (unless otherwise required by a depositary institution in connection with the book-entry delivery of securities). No interest shall be payable on any Exchange Fund cash to be delivered in respect of DOCP Shares regardless of any delay in making payments. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed, at any time after the Effective Time, to evidence only the right to receive, upon such surrender, the applicable Exchange Fund cash.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Norfolk Southern Corp), Execution Copy (Delaware Otsego Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than holders the “Company Certificates”), whose shares were converted into the right to receive shares of Excluded SharesParent Common Stock (and cash in lieu of fractional shares) notice advising such holders pursuant to Section 1.6 (i) a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery receipt of the Company Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to by the Exchange Agent (such materials Agent, and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company may reasonably agreeCertificates in exchange for certificates or shares held electronically through a broker-dealer (or book entries in the case of shares that are subject to vesting and/or repurchase rights in favor of the Company) representing shares of Parent Common Stock (and cash in lieu of fractional shares). Upon the surrender of a Company Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent (or to such other agent or agents as may be appointed by Parent), together with such letter of transmittal, duly completed and validly executed in accordance with the terms of such transmittal materialsinstructions thereto, the Company Certificate so surrendered shall forthwith be canceled and the holder of such Company Certificate or Book-Entry Shares shall be entitled to receive sent in exchange therefor (x) a certificate or certificates or electronic equivalent (or evidence book entry in the case of shares in book-entry form, as applicablethat are subject to vesting and/or repurchase rights) representing that the number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to Section 1.6(a) and cash payment in lieu of fractional shares which such holder has the provisions right to receive pursuant to Section 1.6(h). Until so surrendered, each outstanding Company Certificate will be deemed from and after the Effective Time to represent only the right to receive the merger consideration contemplated by Section 1.6(a) upon surrender of such Company Certificate. Notwithstanding any other provision of this Article IIIAgreement, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No no interest will be paid or accrued will accrue on any amount cash payable upon due surrender to holders of Company Certificates pursuant to the Certificates or Book-Entry Shares. In the event provisions of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or 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.this ARTICLE I.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Copper Mountain Networks Inc), Agreement and Plan of Merger and Reorganization (Tut Systems Inc)
Exchange Procedures. Promptly As soon as practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a certificate or certificates that, immediately prior to the Effective Time, represented outstanding shares of Indiana Common Stock or SIGCORP Common Stock (other than holders collectively, the "CERTIFICATES") that were converted (collectively, the "CONVERTED SHARES") into the right to receive shares of Excluded SharesCompany Common Stock (collectively, the "COMPANY SHARES") notice advising such holders pursuant to Section 2.1, (i) a form of the effectiveness letter of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates any Certificate shall pass, only upon actual delivery of such Certificate to the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)Exchange Agent) and (ii) instructions for surrendering use in effecting the surrender of Certificates (or affidavits affecting any necessary book-entry transfers in the case of loss uncertificated shares of Indiana Common Stock or SIGCORP Common Stock in lieu thereof) exchange for certificates representing Company Shares. Upon surrender of a Certificate to the Exchange Agent (or to such materials other agent or agents as may be appointed by agreement of Indiana and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)SIGCORP) or Bookevidence of any necessary book-Entry Shares to entry transfers in the case of uncertificated shares, together with a duly executed letter of transmittal and such other documents as the Exchange Agent in accordance with the terms of such transmittal materialsshall require, the holder of such Certificate or Book-Entry Shares person on whose behalf such book- entry transfer is made shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that the number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions Company Shares that such holder has the right to receive pursuant to the provisions of this Article III, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry SharesSection 2.1. In the event of a transfer of ownership of Converted Shares that is not registered in the transfer records of Indiana or SIGCORP, as the Companycase may be, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Company Shares may be issued and/or paid to such a the transferee if the Exchange Agent Certificate representing such Converted Shares is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer transfer. If any Certificate shall have been lost, stolen, mislaid or destroyed, then upon receipt of (x) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (y) such bond, security or indemnity as the Company or the Exchange Agent may reasonably require, and (z) any other documentation necessary to evidence that any applicable stock transfer taxes and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder a certificate representing the number of Company Shares into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been paid or are not applicableconverted. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a certificate representing Company Common Stock as contemplated by this Section 2.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Indiana Energy Inc), Agreement and Plan of Merger (Sigcorp Inc)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares Certificates and In the Money Company Warrants immediately prior to the Effective Time whose shares of Company Common Stock and/or In the Money Company Warrants were converted into shares of Parent Common Stock pursuant to Section 2.01(c) a letter of transmittal (other than holders of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates and/or In the Money Company Warrants shall pass, pass only upon delivery of the Certificates (or affidavits of loss in lieu thereofand/or In the Money Company Warrants, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) applicable, to the Exchange Agent (such materials Agent, and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to which shall be in such form and have such other provisions as Parent and the Company may reasonably agree)specify) and (ii) instructions for use in effecting the surrender of the Certificates and/or In the Money Company Warrants in exchange for certificates representing shares of Parent Common Stock. Upon the surrender of a Certificate and/or In the Money Company Warrants for cancellation (or affidavits indemnity reasonably satisfactory to Parent and the Exchange Agent, if any of loss in lieu thereof as provided in Section 3.03(f)such Certificates and/or In the Money Company Warrants are lost, stolen or destroyed) or Book-Entry Shares to the Exchange Agent in accordance together with the terms such letter of such transmittal materialstransmittal, duly executed, the holder of such Certificate or Book-Entry Shares and/or In the Money Company Warrants shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive in respect of all Certificates and/or In the Money Company Warrants surrendered by such holder pursuant to the provisions of this Article IIIII (after taking into account all shares of Company Common Stock than held by such holder either directly or upon conversion of the In the Money Company Warrants in a cashless conversion), and the Certificate or Book-Entry Shares Certificates and/or In the Money Company Warrants, as applicable, so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that shares of Company Common Stock and/or In the Money Company Warrants which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Exchange Agent Certificate and/or In the Money Company Warrants, as applicable, is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes Taxes have been paid paid. Until surrender as contemplated by this Section 2.02(b), subject to the provisions of Section 6.02(h) (Dissenters Rights) each Certificate and In the Money Company Warrants, in each case, shall be deemed at any time after the Effective Time to represent only the Parent Common Stock into which the shares of Company Common Stock represented by such Certificate or are not applicableIn the Money Company Warrants have been converted as provided in this Article II and the right to receive upon such surrender cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 2.02(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Macrochem Corp), Agreement and Plan of Merger (Access Pharmaceuticals Inc)
Exchange Procedures. Promptly As promptly as practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to will mail to each holder of record of Shares Adamis Capital Stock whose shares would be converted into the right to receive shares of La Jolla Common Stock pursuant to Section 1.6(a), (i) a letter of transmittal in customary form; (ii) such other than holders of Excluded Sharescustomary documents as may be required pursuant to such instructions; and (iii) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering use in effecting the Certificates surrender of Adamis Capital Stock in exchange for certificates (or affidavits or, if La Jolla elects to have shares be represented in uncertificated form, then notifications of loss in lieu thereofshare ownership) representing shares of La Jolla Common Stock. Upon surrender of Adamis Capital Stock for cancellation to the Exchange Agent (Agent, together with such materials letter of transmittal and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares other documents, duly completed and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent validly executed in accordance with the terms of such transmittal materialsinstructions thereto, the holder of such Certificate or Book-Entry Shares Adamis Capital Stock shall be entitled to receive in exchange therefor (x) a certificate (or evidence or, for uncertificated shares, a notification of shares in book-entry form, as applicableshare ownership) representing that the number of whole shares of Parent Exchange Shares into which the Adamis Common Stock that represented thereby shall have been converted into the right to receive as of the Effective Time, (y) any dividends or other distributions to which such holder is entitled to receive pursuant to this Article III Section 1.10(d), and (yz) a check cash in the amount (after giving effect to respect of any required tax withholdings fractional shares as provided in Section 3.03(g1.6(f)) equal to (A) any cash in lieu of fractional 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, and the Certificate or Book-Entry Shares Adamis Capital Stock so surrendered shall forthwith be cancelledcanceled. No interest Until so surrendered, each such outstanding share of Adamis Capital Stock will be paid or accrued on any amount payable upon due surrender deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends, to evidence the ownership of the Certificates or Book-Entry Shares. In number of full shares of La Jolla Common Stock into which such shares of Adamis Capital Stock shall have been so converted and the event of a transfer of ownership of Shares that is not registered right to receive cash in the transfer records lieu of the Companyissuance of any fractional shares. If any Adamis Stock Certificate shall have been lost, stolen or destroyed, La Jolla may, in its discretion and as a condition precedent to the issuance of any certificate (or notification of share ownership) representing the proper number of shares of Parent La Jolla Common Stock, together with require the owner of such lost, stolen or destroyed Adamis Stock Certificate to provide a check for reasonable affidavit and/or bond as indemnity against any cash to be paid upon due surrender of the Certificate, claim that may be issued and/or paid made against the Exchange Agent, La Jolla or the Surviving Corporation with respect to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableAdamis Stock Certificate.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (La Jolla Pharmaceutical Co), Agreement and Plan of Reorganization (Adamis Pharmaceuticals Corp)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record of Shares a certificate or certificates (other than holders the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Excluded SharesTarget Capital Stock, whose shares were converted into the right to receive shares of Acquiror Common Stock, the Cash Consideration and cash in lieu of fractional shares, pursuant to Section 1.6, (i) notice advising such holders a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to by the Exchange Agent (such materials Agent, and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company Acquiror may reasonably agree)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock, the Cash Consideration and cash in lieu of fractional shares. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the terms of such transmittal materialsinstructions thereto, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that the number of whole shares of Parent Acquiror Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in payment of the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any Cash Consideration and cash in lieu of fractional 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 IIISection 1.6, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Target Capital Stock will be paid or accrued on any amount payable upon due surrender deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the Certificates or Book-Entry Shares. In number of full shares of Acquiror Common Stock into which such shares of Target Capital Stock shall have been so converted and the event of a transfer of ownership of Shares that is not registered right to receive the Cash Consideration and an amount in the transfer records cash in lieu of the Company, a certificate representing the proper number issuance of any fractional shares of Parent Common Stock, together in accordance with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableSection 1.6.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Legato Systems Inc), Agreement and Plan of Reorganization (Ontrack Data International Inc)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record a Certificate (i) a letter of Shares (other than holders of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon due delivery of the Certificates and other required documents to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify and (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)ii) and instructions for surrendering effecting the surrender of such Certificates (or affidavits in exchange for the applicable Merger Consideration. Upon surrender of loss in lieu thereof) a Certificate to the Exchange Agent (together with such materials letter of transmittal, duly executed and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent completed in accordance with the terms of instructions thereto, and such transmittal materialsother documents as may reasonably be required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor therefore (xA) a certificate (representing one or evidence of shares in book-entry form, as applicable) representing that number of whole more shares of Parent Common Stock representing, in the aggregate, the whole number of shares that such holder is entitled has the right to receive pursuant to this Article III Section 1.6(a) (after taking into account all shares of Company Common Stock then held by such holder), (B) a check in an amount that such holder has the right to receive pursuant to Section 1.6(a) (after taking into account all shares of Company Common Stock held by such holder), and (yC) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)withholdings) equal to (A) any the cash in lieu of any fractional shares plus (B) share of Parent Common Stock pursuant to Section 2.5 and any unpaid non-stock dividends and any other dividends or other distributions that to which such holder has the right to receive is entitled pursuant to the provisions of this Article IIISection 2.3, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued will accrue on any amount cash payable upon due surrender of the Certificates pursuant to Section 2.3 or Book-Entry SharesSection 2.5. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the CompanyCompany prior to the Effective Time, a certificate representing one or more certificates evidencing, in the aggregate, the proper number of shares of Parent Common Stock, together with a check for in the proper amount of cash, and a second check in the proper amount of cash in lieu of any cash fractional share of Parent Common Stock pursuant to be paid upon due surrender of the Certificate, Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3 may be issued and/or paid with respect to such Company Common Stock to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the ownership of such shares of Company Common Stock by such transferee and to evidence that any applicable stock transfer taxes have been paid or are not applicablepaid.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Igo Corp), Agreement and Plan of Merger (Mobility Electronics Inc)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record of a Certificate or Book-Entry Shares (other than holders of Excluded Shares) notice advising such holders which, in each case, were converted into a right to receive the Per Share Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate(s) shall pass, only upon proper delivery of the Certificates Certificate(s) (or affidavits affidavit of loss in lieu thereof, of the Certificate(s) as provided in Section 3.03(f2.2(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form customary form) and have such provisions as Parent and the Company may reasonably agree). Upon (ii) instructions for use in effecting the surrender of a Certificate the Certificate(s) (or affidavits affidavit of loss in lieu thereof of the Certificate(s) as provided in Section 3.03(f2.2(f)) or Book-Entry Shares in exchange for payment of the Per Share Merger Consideration. Upon surrender of a Certificate (or affidavit of loss in lieu of the Certificates as provided in Section 2.2(f)) or a Book-Entry Share for cancellation to the Exchange Agent in accordance together with the terms such letter of transmittal, properly completed and duly executed, and such transmittal materialsother documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount Per Share Merger Consideration (after giving effect to any required tax Tax withholdings as provided in Section 3.03(g2.2(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to in respect of the provisions shares of this Article IIICompany Common Stock formerly represented by such Certificate or Book-Entry Share, and the Certificate or Book-Entry Shares Share so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount Per Share Merger Consideration payable upon due surrender to holders of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Per Share Merger Consideration may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes Taxes have been paid paid. Until surrendered as contemplated by this Section 2.2, each Certificate or are not applicableBook-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (United Online Inc)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than holders the "Certificates") (1) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form customary form) and have such provisions as (2) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent and the Company may reasonably agree)Common Stock. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance together with the terms such letter of transmittal, duly executed, and such transmittal materialsother documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to the provisions of this Article IIISection 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount cash in lieu of fractional shares or on any unpaid dividends and distributions payable upon due surrender to holders of Certificates. Notwithstanding anything to the contrary contained herein, no certificate representing Parent Common Stock or cash in lieu of a fractional share interest shall be delivered to a person who is a Pooling Affiliate (as defined in Section 6.9(a)) of the Certificates or Book-Entry SharesCompany unless such Pooling Affiliate has theretofore executed and delivered to Parent the agreement referred to in Section 6.9(a). In the event of a transfer of ownership of Shares that shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or are not applicableother distributions to which such holder is entitled pursuant to Section 2.2(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Motorola Inc), Agreement and Plan of Merger (General Instrument Corp)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a Certificate (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as the Parent and the Company may reasonably agreespecify) and (ii) instructions for effecting the surrender of the Certificates in exchange for shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly executed, and such other documents as may be reasonably required by the terms of such transmittal materialsExchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to the provisions of this Article IIIII plus cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c), and the Certificate or Book-Entry Shares so surrendered shall forthwith immediately be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for Stock pursuant to Section 2.1(c) plus cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.2(e) and any cash dividends or distributions then payable pursuant to be paid upon due surrender of the Certificate, Section 2.2(c) may be issued and/or or paid to a person other than the person in whose name the Certificate so surrendered is registered, if such a transferee if Certificate is presented to the Exchange Agent is presented with the Certificate formerly representing such Shares and/or Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender shares of Parent Common Stock pursuant to Section 2.1(c) plus cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.2(e) and any dividends or are not applicabledistributions then payable pursuant to Section 2.2(c) as contemplated by this Section 2.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clinical Data Inc), Agreement and Plan of Merger (Icoria, Inc.)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record of Shares a certificate or certificates (other than holders "CERTIFICATES") that immediately prior to the Effective Time represented outstanding shares of Excluded SharesCompany Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, (i) notice advising such holders a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying in customary form (that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (and shall contain such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such other provisions as Parent and the Company may reasonably agree). Upon specify) and (ii) instructions for use in effecting the surrender of a Certificate (or affidavits the Certificates in exchange for certificates representing shares of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares Parent Common Stock. Upon surrender of Certificates for cancellation to the Exchange Agent together with such letter of transmittal, duly completed and validly executed in accordance with the terms instructions thereto, the holders of such transmittal materials, the holder of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) certificates representing that the number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in into which their shares of Company Common Stock were converted at the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash Effective Time, payment in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has holders have the right to receive pursuant to the provisions of this Article IIISection 1.7(e) and any dividends or 12 distributions payable pursuant to Section 1.7(d), and the Certificate or Book-Entry Shares Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any amount cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable upon due surrender to holders of the Certificates or Book-Entry SharesCertificates. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid.
Appears in 2 contracts
Samples: Registration Rights Agreement (Micron Electronics Inc), Registration Rights Agreement (Interland Inc)
Exchange Procedures. Promptly As soon as practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) notice advising such holders as of the effectiveness Effective Time) of a certificate or certificates, which immediately prior to the Merger, including appropriate Effective Time represented outstanding shares of Company Common Stock (the "CERTIFICATES") (i) 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 shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (and shall contain such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such other provisions as Parent and the Company may reasonably agreespecify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock pursuant to Section 1.09(a), cash in lieu of any fractional shares pursuant to Section 1.09(f) and any dividends or other distributions pursuant to Section 1.10(d). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares Certificates for cancellation to the Exchange Agent Agent, or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the terms instructions thereto, the holders of such transmittal materials, the holder of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) certificates representing that the number of whole shares of Parent Common Stock that such holder is entitled to receive into which their shares of Company Common Stock were converted pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g1.09(a)) equal to (A) any cash , payment in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has holders have the right to receive pursuant to the provisions of this Article IIISection 1.09(f) and any dividends or other distributions payable pursuant to Section 1.10(d), and the Certificate or Book-Entry Shares Certificates so surrendered shall forthwith be cancelledcanceled. No interest Until so surrendered, outstanding Certificates will be paid or accrued on any amount payable upon due surrender deemed, from and after the Effective Time, to evidence only the ownership of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of whole shares of Parent Common StockStock into which such shares of Company Common Stock shall have been so converted pursuant to Section 1.09(a) (including any voting, together notice or other rights associated with a check for any the ownership of such shares of Parent Common Stock under the Certificate of Incorporation or Bylaws of Parent or under Delaware Law) and the right to receive an amount in cash to be paid upon due surrender in lieu of the Certificate, may be issued and/or paid issuance of any fractional shares in accordance with Section 1.09(f) and any dividends or other distributions payable pursuant to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableSection 1.10(d).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sybase Inc), Agreement and Plan of Reorganization (New Era of Networks Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a Certificate (other than holders i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and (or affidavits ii) instructions for use in effecting the surrender of loss the Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu thereofof fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided in Section 3.03(fbelow)) and instructions . Upon surrender of a Certificate for surrendering the Certificates (or affidavits of loss in lieu thereof) cancellation to the Exchange Agent (or to such materials other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions other documents as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to be required by the Exchange Agent in accordance with the terms of such transmittal materialsand Public Company, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-book entry form, as applicable) account representing that number of whole shares of Parent Public Company Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive pursuant to the provisions of this Article IIIARTICLE II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d), and the Certificate or Book-Entry Shares so surrendered shall forthwith immediately be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that Merger Partner Capital Stock which is not registered in the transfer records of the CompanyMerger Partner, a certificate representing the proper number of whole shares of Parent Public Company Common Stock, together with a check for Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any cash dividends or distributions pursuant to be paid upon due surrender of the Certificate, Section 2.2(d) may be issued and/or or paid to a person other than the person in whose name the Certificate so surrendered is registered, only if such a transferee if Certificate is presented to the Exchange Agent is presented with the Certificate formerly representing such Shares and/or Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this ARTICLE II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or are not applicabledistributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amergent Hospitality Group, Inc), Agreement and Plan of Merger (Chanticleer Holdings, Inc.)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent Agent, together with the letter of transmittal referred to in Section 3.3(a) duly executed and completed in accordance with the terms of such transmittal materialsits terms, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (xi) a certificate (or evidence of shares certificates representing one or more Parent ADRs representing, in book-entry formthe aggregate, as applicable) representing that whole number of Parent ADSs and/or that whole shares number of Parent Common Stock that Ordinary Shares elected to be received in accordance with Section 3.3, (ii) the amount of dividends or other distributions, if any, with a record date on or after the Effective Time which theretofore became payable with respect to such holder is entitled to receive pursuant to this Article III Parent ADSs and Parent Ordinary Shares, and (yiii) a check in the cash amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash payable in lieu of fractional shares plus (B) any unpaid non-stock dividends Parent ADSs and any other dividends or other distributions that Parent Ordinary Shares in accordance with Section 3.4(e), in each case which such holder has the right to receive pursuant to the provisions of this Article III, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No In no event shall the holder of any Certificate be entitled to receive interest will be paid or accrued on any amount payable upon due surrender of funds to be received in the Certificates or Book-Entry SharesMerger. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a certificate or certificates representing the proper that whole number of shares Parent Ordinary Shares elected to be received in accordance with Section 3.3 and/or one or more Parent ADRs representing, in the aggregate, that whole number of Parent Common StockADSs, together plus the cash amount payable in lieu of fractional Parent Ordinary Shares and Parent ADSs in accordance with a check for any cash to be paid upon due surrender of the CertificateSection 3.4(e), may be issued and/or paid to such a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent is presented with the Certificate formerly representing such Shares and/or accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are paid. Until surrendered as contemplated by this Section 3.4(b) and subject to Section 3.4(c), each Certificate shall, after the Effective Time, represent for all purposes only the right to receive the whole number of Parent Ordinary Shares and/or Parent ADSs into which the number of shares of Company Common Stock shown thereon have been converted as contemplated by this Article III plus the cash amount payable in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 3.4(e). Notwithstanding the foregoing, certificates representing Company Common Stock surrendered for exchange by any Person constituting an "Affiliate" of the Company for purposes of Section 6.16 shall not applicablebe exchanged until Parent has received an Affiliate Agreement (as defined in Section 6.16) as provided in Section 6.16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Champion International Corp), Agreement and Plan of Merger (Upm Kymmene Corp)
Exchange Procedures. Promptly As promptly as reasonably practicable after the Acquisition Merger Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation shall cause the Exchange Agent to shall mail to each holder of record of Shares a certificate or certificates (each, a “Certificate”) that immediately prior to the Reorganization Merger Effective Time represented outstanding shares of Ashland Common Stock (other than holders of Excluded Dissenters’ Shares), (i) notice advising such holders a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate or Certificates shall pass, only upon delivery of the Certificate or Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent New Ashland Inc. and the Company Marathon may reasonably agree)specify) and (ii) instructions for use in effecting the surrender of the Certificate or Certificates in exchange for Acquisition Merger Consideration. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares Certificates for cancelation to the Exchange Agent or, following termination of the Exchange Fund pursuant to Section 5.01(f), New Ashland Inc., together with such letter of transmittal, duly executed and completed in accordance with the terms of instructions thereto, and such transmittal materialsother documents as may reasonably be required by the Exchange Agent or New Ashland Inc., as applicable, the holder of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (xi) a certificate (or evidence certificates representing the number of shares in book-entry form, as applicable) representing that number of whole shares of Parent New Ashland Inc. Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional 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 Section 4.03 and this Article IIIV, (ii) a certificate or certificates representing that number of whole shares of Marathon Common Stock that such holder has the right to receive pursuant to the provisions of Section 4.03 and this Article V, (iii) cash in lieu of fractional shares of Marathon Common Stock that such holder has the right to receive pursuant to Section 5.01(e) and (iv) any dividends or other distributions such holder has the right to receive pursuant to Section 5.01(c), and the Certificate or Book-Entry Shares Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares Ashland Common Stock or HoldCo Common Stock that is not registered in the transfer records of the CompanyAshland or HoldCo, (i) a certificate or certificates representing the proper appropriate number of shares of Parent New Ashland Inc. Common Stock and (ii) a certificate or certificates representing the appropriate number of shares of Marathon Common Stock, together with a check for any cash to be paid upon due surrender in lieu of the Certificatefractional shares, may be issued and/or and paid to such a transferee if person other than the Exchange Agent is presented with person in whose name the Certificate formerly representing or Certificates so surrendered is registered, if such Shares and/or all documents required to evidence and effect such Certificate or Certificates shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance and payment shall pay any transfer or other Taxes required by reason of the issuance of shares of New Ashland Inc. Common Stock and Marathon Common Stock to evidence a person other than the registered holder of such Certificate or Certificates or establish to the satisfaction of New Ashland Inc. that any applicable stock transfer taxes have such Tax has been paid or are is not applicable. Until surrendered as contemplated by this Section 5.01, each Certificate shall be deemed at any time after the Acquisition Merger Effective Time to represent only the right to receive upon such surrender Acquisition Merger Consideration as contemplated by this Section 5.01. No interest shall be paid or accrue on any cash in lieu of fractional shares or accrued and unpaid dividends or distributions, if any, payable upon surrender of any Certificate.
Appears in 2 contracts
Samples: Master Agreement (Marathon Oil Corp), Master Agreement (Marathon Oil Corp)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than holders of Excluded Dissenting Shares) notice advising such holders (the "Certificates") (i) a letter of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form customary form) and have such provisions as (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent and the Company may reasonably agree)Common Stock. Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance together with the terms such letter of transmittal, duly executed, and such transmittal materialsother documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to the provisions of this Article IIISection 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount cash in lieu of fractional shares or on any unpaid dividends and distributions payable upon due surrender to holders of the Certificates or Book-Entry SharesCertificates. In the event of a transfer of ownership of Shares that shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or are not applicableother distributions to which such holder is entitled pursuant to Section 2.2(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wausau Paper Mills Co), Agreement and Plan of Merger (Mosinee Paper Corp)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause the Exchange Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) notice advising such holders holder, as of the effectiveness Effective Time, of an outstanding certificate or certificates that immediately prior to the MergerEffective Time represented shares of Company Common Stock (the "Certificates"), including appropriate a form of letter of transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)to the Exchange Agent) and instructions for surrendering use in effecting the Certificates (or affidavits surrender of loss in lieu thereofthe Certificate(s) and payment therefor. Upon surrender to the Exchange Agent (of such materials Certificates, together with such letter of transmittal duly executed, and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu acceptance thereof as provided in Section 3.03(f)) or Book-Entry Shares to by the Exchange Agent in accordance with the terms of such transmittal materialsAgent, the holder of such a Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) certificates representing that the number of whole shares of full Parent Common Stock that such holder is entitled to receive Shares and the Fractional Share Payment, if any, into which the Certificates surrendered shall have been converted pursuant to this Article III Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and (y) conditions as the Exchange Agent may impose in order to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock and if such certificates are presented to the Company for transfer, they shall be cancelled against delivery of the certificate or certificates for Parent Common Shares and Fractional Share Payment as hereinabove provided. If any certificate for such Parent Common Shares is to be issued to a check person other than the registered holder of a Certificate surrendered for exchange, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the amount (after giving effect person requesting such exchange shall pay to Parent or the Exchange Agent any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends transfer or other distributions taxes required by reason of the issuance of certificates for such Parent Common Shares in a name other than that of the registered holder of the Certificate(s) surrendered, or establish to the satisfaction of parent or the Exchange Agent that such holder tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive pursuant to upon such surrender the provisions of this Article IIIMerger Consideration and Fractional Share Payment, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledif any, as contemplated by Section 2.1. No interest will be paid or accrued will accrue on any amount payable upon due surrender of the Certificates or Book-Entry SharesFractional Share Payment. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, may be issued and/or paid to such a transferee if the Exchange Agent is presented with the Certificate formerly representing such Shares and/or 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.(c)
Appears in 2 contracts
Samples: Term Page (Houston Biotechnology Inc), Exhibit 99 (Medarex Inc)
Exchange Procedures. Promptly after nStor shall instruct the Effective Time (and in any event Exchange Agent to mail, within five (5) Business Days thereafter)business days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (other than holders the "CERTIFICATES") (i) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company nStor may reasonably agreespecify) and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of nStor Common Stock and cash (if any). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares for cancellation to the Exchange Agent in accordance together with the terms such letter of transmittal, duly executed, and such transmittal materialsother customary documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (xA) a certificate (or evidence of shares in book-entry form, as applicable) representing certificates evidencing that number of whole shares of Parent nStor Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to SECTION 3.3(c), and (C) cash in lieu of fractional shares of nStor Common Stock to which such holder is entitled pursuant to SECTION 3.3(d) (the provisions shares of this Article IIInStor Common Stock, and the dividends, distributions and cash described in clauses (A), (B) and (C) being, collectively, the "MERGER CONSIDERATION"), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Merger Consideration may be issued and/or and paid in accordance with this ARTICLE III to such a transferee if the Exchange Agent Certificate evidencing such shares of Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicableby the transferee requesting such payment paying to the Exchange Agent any such transfer tax. Until surrendered as contemplated by this SECTION 3.3, each Certificate shall be deemed at any time after the Effective Time to evidence only the right to receive upon such surrender the Merger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nstor Technologies Inc), Agreement and Plan of Merger (Andataco Inc)
Exchange Procedures. Promptly after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than holders the “Certificates”) (A) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)to the Exchange Agent) and (B) instructions for surrendering use in effecting the surrender of the Certificates (or affidavits in exchange for certificates representing shares of loss in lieu thereof) Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent (together with such materials letter of transmittal, properly completed and instructions duly executed, and such other documents as may be required pursuant to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as Parent and the Company may reasonably agree). Upon the surrender of a Certificate (or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares to the Exchange Agent in accordance with the terms of such transmittal materialsinstructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to the provisions of this Article IIISection 2.2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2.3, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount cash in lieu of fractional shares or on any unpaid dividends and distributions payable upon due surrender to holders of the Certificates or Book-Entry SharesCertificates. In the event of a transfer of ownership of Shares that shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such shares of Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2.5 and any dividends or are not applicableother distributions to which such holder is entitled pursuant to Section 2.2.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enliven Marketing Technologies Corp), Agreement and Plan of Merger (DG FastChannel, Inc)
Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event within five (5) Business Days thereafter)Time, the Surviving Corporation Parent shall cause instruct the Exchange Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than holders collectively, the "CERTIFICATES"), (I) a letter of Excluded Shares) notice advising such holders of the effectiveness of the Merger, including appropriate transmittal materials specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to shall be in such form and have such other provisions as Parent and the Company may reasonably agree). Upon specify) and (II) instructions to effect the surrender of a Certificate (the Certificates in exchange for certificates representing shares of RV Class A Common Stock. Upon surrender of one or affidavits of loss in lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares more Certificates for cancellation to the Exchange Agent in accordance together with the terms such letter of transmittal, duly executed, and such transmittal materialsother customary or other reasonable documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent RV Class A Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that which such holder has the right to receive in respect of the Certificates surrendered by such holder pursuant to the provisions of this Article IIIII, and the Certificate or Book-Entry Shares Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer of records of the Company, a certificate representing the proper number of shares of Parent RV Class A Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate, Stock may be issued and/or paid to such a transferee if the Exchange Agent Certificate representing such Company Common Stock is presented with to the Certificate formerly representing such Shares and/or Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to present only the right to receive upon such surrender a certificate representing shares of RV Class A Common Stock, and cash in lieu of any fractional shares of RV Class A Common Stock as contemplated by this Section 2.2.
Appears in 1 contract
